<PAGE>

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

                                    FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 2005

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ____________ to ____________

                         Commission file number: 0-18700

                             SENTIGEN HOLDING CORP.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                          <C>
                  DELAWARE                                       13-3570672
       (State or other jurisdiction of                        (I.R.S. Employer
       incorporation or organization)                        Identification No.)
</TABLE>

<TABLE>
<S>                                                               <C>
445 MARSHALL STREET, PHILLIPSBURG, NEW JERSEY                        08865
  (Address of principal executive offices)                        (Zip Code)
</TABLE>

                                 (908) 387-1673
              (Registrant's telephone number, including area code)

                                      NONE
         (Former name, former address and former fiscal year, if changed
                               since last report)

           Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
Title of each class   Name of each exchange on which registered
-------------------   -----------------------------------------
<S>                   <C>
        None                             None
</TABLE>

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01
par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.

                                                                  Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act.

                                                                  Yes [ ] No [X]

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.

                                                                  Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

                                                                             [X]

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).

   Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                                                  Yes [ ] No [X]

As of June 30, 2005, the aggregate market value of the registrant's common stock
held by non-affiliates of the registrant was $23,527,747 based on the closing
sale price as reported on the National Association of Securities Dealers
Automated Quotation System Capital Market System.

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
                 Class                    Outstanding at March 24, 2006
                 -----                    -----------------------------
<S>                                       <C>
Common Stock, $0.01 par value per share          7,477,542 shares
</TABLE>

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

<PAGE>

                     SENTIGEN HOLDING CORP. AND SUBSIDIARIES
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                    <C>
PART I..............................................................................................    4
   ITEM 1.  BUSINESS................................................................................    4
   ITEM 1A. RISK FACTORS............................................................................   13
   ITEM 1B. UNRESOLVED STAFF COMMENTS...............................................................   18
   ITEM 2.  PROPERTIES..............................................................................   18
   ITEM 3.  LEGAL PROCEEDINGS.......................................................................   18
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....................................   18
PART II.............................................................................................   19
   ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...................   19
   ITEM 6.  SELECTED FINANCIAL DATA.................................................................   19
   ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...   20
   ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..............................   28
   ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.............................................   28
   ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE....   29
   ITEM 9A. CONTROLS AND PROCEDURES.................................................................   29
   ITEM 9B. OTHER INFORMATION.......................................................................   29
PART III............................................................................................   29
   ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT......................................   29
   ITEM 11. EXECUTIVE COMPENSATION..................................................................   32
   ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..........................   37
   ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........................................   39
   ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES..................................................   39
PART IV.............................................................................................   40
   ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES..............................................   40
</TABLE>

SIGNATURES

EXHIBITS

   Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   Exhibit 31.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER OF SENTIGEN HOLDING
                CORP. PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER THE
                SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT
                TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

   Exhibit 31.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER OF SENTIGEN HOLDING
                CORP. PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER THE
                SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT
                TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

   Exhibit 32.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER OF SENTIGEN HOLDING
                CORP. PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

   Exhibit 32.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER OF SENTIGEN HOLDING
                CORP. PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

<PAGE>

               INFORMATION RELATING TO FORWARD LOOKING STATEMENTS

     The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. The statements contained within this
Annual Report on Form 10-K of Sentigen Holding Corp. (the "Company") which are
not historical facts are forward-looking statements. Such forward-looking
statements include statements about our strategies, intentions, expectations,
goals, objectives, research programs, technologies, service offerings, and our
future achievements. These forward-looking statements involve known and unknown
risks and uncertainties that could significantly affect our actual results,
performance or achievements in the future and, accordingly, such actual results,
performance or achievements may materially differ from those expressed or
implied in any forward-looking statements made by or on behalf of us. These
risks and uncertainties include, but are not limited to, risks associated with
our history of consolidated net losses; our dependence on a limited number of
customers; our dependence on research and development expenditures by the
pharmaceutical and biotechnology industries; our need for additional capital to
finance our expanding research and development programs; the lack of commercial
acceptance of our Tango(TM) Assay System; changes in customer preferences; the
ability to hire and retain key personnel; protection of patents, trademarks and
other proprietary rights; technological change, competitive factors and
unfavorable general economic conditions. These risks are included in "Item 1.
Business," "Item 1A. Risk Factors" and in "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in this Form
10-K. Actual results may vary significantly from such forward-looking
statements. The words "will," "estimate," "could," "believe," "expect,"
"predict," "potential," "anticipate," "may," "intend," "opportunity,"
"continue," or "plan," the negative of these words and similar expressions
identify forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements that speak only as of the date the
statement was made. Except as required by law, we undertake no obligation to
publicly revise our forward-looking statements to reflect events or
circumstances that arise after the filing of this Form 10-K or documents
incorporated by reference herein that include forward-looking statements.


                                        3

<PAGE>

                                     PART I

ITEM 1. BUSINESS

COMPANY OVERVIEW

     We are a biotechnology company conducting business through two wholly-owned
operating subsidiaries, Sentigen Biosciences, Inc. ("Sentigen Biosciences") and
Cell & Molecular Technologies, Inc. ("CMT"). Sentigen Biosciences has been
primarily engaged in the development and commercialization of novel bioassay
systems that elucidate the underlying biology of protein-protein interactions.
Sentigen Biosciences has initially targeted its Tango(TM) Assay System to
address the functionalization of G protein-coupled receptors (GPCRs) for
pharmaceutical drug discovery and development. CMT provides contract research
and development services to companies engaged in the drug discovery process and
works in close cooperation with Sentigen Biosciences to commercialize specific
applications of the Tango(TM) Assay System. On February 22, 2005 we sold the
assets of Specialty Media, a division of CMT, for $6.5 million to Serologicals
Corporation (Nasdaq: SERO). Accordingly, the assets and liabilities of Specialty
Media were accounted for as assets and liabilities held for sale in the
consolidated balance sheet as of December 31, 2004. In addition, the statements
of operations for Specialty Media have been accounted for as discontinued
operations, net of tax in our consolidated statements of operations.

     We were incorporated under the laws of the State of Delaware in May 1990.
After having engaged in the acquisition and operation of different businesses
subsequent to our initial public offering in August 1990, we commenced our
current business operations when we acquired CMT in May 1998. CMT was
incorporated on May 6, 1997 to acquire all of the outstanding stock in each of
Specialty Media, Inc. and Molecular Cell Science, Inc., two entities operating
in the biotechnology and pharmaceutical industries since 1987 and 1991,
respectively. Sentigen Corp. was formed on February 16, 2000, and changed its
name to Sentigen Biosciences, Inc. on February 24, 2004. We changed our name
from Prime Cellular Inc. to Sentigen Holding Corp. on June 23, 2000. On January
9, 2002, our common stock began trading on The NASDAQ Capital Market under the
symbol SGHL.

     We maintain our principal executive office, laboratory, and
office/warehouse facilities at 445 Marshall Street, Phillipsburg, New Jersey
08865. We operate laboratories at 3960 Broadway, New York, New York 10032 and at
418 Industrial Drive, North Wales, Pennsylvania 19454. We also maintain an
administrative office at 710 East Durant Avenue, Aspen, Colorado 81611.

     Our internet address is www.sentigen.com. We make available, free of
charge, on or through the investor relations portion of our website, our annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form
8-K and amendments to such reports filed or furnished pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as
reasonably practicable after we file such material with, or furnish it to, the
Securities and Exchange Commission ("SEC"). These filings are also available on
the SEC's website at www.sec.gov. Also available on our website is our Code of
Ethics and Business Conduct (applicable to all directors, officers and
employees) and the charters for our Audit and Compensation Committees. Within
the time period required by the SEC and NASDAQ, we will post any amendment to
our Code of Ethics and Business Conduct and any waiver of our Code of Ethics and
Business Conduct applicable to our senior financial professionals, executive
officers and directors.

SENTIGEN BIOSCIENCES, INC.

     Sentigen Biosciences has been primarily engaged in the development and
commercialization of novel bioassay systems that elucidate the underlying
biology of protein-protein interactions. Sentigen Biosciences has initially
targeted its Tango(TM) Assay System to address the functionalization of G
protein-coupled receptors (GPCRs) for pharmaceutical drug discovery and
development. Sentigen Biosciences has filed patent applications on its Assay
System, one of which has been allowed and is expected to issue in 2006, and it
expects to file additional patent applications on this technology and related
matters in the future.

     Research Programs

     GPCRs are the largest family of receptors in humans, and they are involved
in a multitude of cellular signaling mechanisms. GPCRs function as important
mediators of cellular responses to hormones, neurotransmitters, chemokines and
other molecules. In addition, GPCRs are responsible for mediating the senses of
smell (olfaction), taste, and vision. GPCRs are membrane proteins with a common
structure comprising seven domains that span the


                                        4

<PAGE>

cellular membrane. GPCRs bind with natural or synthetically engineered compounds
("ligands") on the outside of cells and relay a signal to the cellular interior
by stimulating or inhibiting a variety of processes within the cell. Sentigen
Biosciences believes that GPCRs represent the most profitable class of targets
for pharmaceutical drug discovery because of their role in many cellular
signaling mechanisms.

     It is generally accepted that a majority of all prescription drugs on the
market interact directly or indirectly with GPCRs. There are approximately two
hundred GPCRs for which a natural ligand and physiological function are known
and understood. In addition to these two hundred "known" GPCRs, it is believed
that there are over one-hundred and fifty non-olfactory GPCRs for which a ligand
and/or function is neither known nor understood (orphan GPCRs). Sentigen
Biosciences believes that bioassays developed on its Tango(TM) Assay System
platform offer the potential to monitor receptor activation with better
selectivity, sensitivity, and flexibility than other currently-available
technologies. Sentigen Biosciences believes that the use of Tango assays to
interrogate the two hundred known GPCRs has the potential to identify ligands
that may yield drugs that are more effective and specific than drugs currently
on the market. Sentigen Biosciences believes that using Tango assays to
functionalize orphan GPCRs has the potential to yield a new population of
effective drug targets. While Sentigen Biosciences believes that these
objectives are attainable based upon laboratory results, there is no assurance
that its Assay System will be accepted by commercial customers as a platform
that is sufficiently more effective than other commercially available platforms
as to mandate changing from their existing assay systems or that the Tango Assay
System platform will work effectively against all possible drug targets.

     Sentigen Biosciences is devoting a portion of its research effort and
resources to the development of a novel cell-based molecular profiling system,
which the Company is engaged in commercializing through CMT. Sentigen
Biosciences believes that the ability to profile the cross-reactivity of lead
drug compounds against a wide range of GPCRs in the Tango System could result in
the generation of selectivity profiles for drug candidates, thereby enabling the
identification of more specific drugs with fewer side effects. CMT began
marketing the cell-based molecular profiling system as a service in the fourth
quarter of 2005. CMT has not yet generated material revenues from these
activities.

     While Sentigen Biosciences has met and continues to meet with
pharmaceutical and biotechnology companies, as well as other companies involved
in assisting in the drug discovery process, we have not yet entered into any
drug discovery or development agreements, nor can any assurance be given that we
will be able to do so on terms that are acceptable to us. It should also be
noted that substantial amounts of additional financing either directly or
through partnerships may be required to fully commercialize the systems and
research programs undertaken by us. There is no assurance that such financing
can be obtained on reasonable terms.

     Other Applications of our Technology

     Sentigen Biosciences believes that potential applications of such assays
outside the pharmaceutical drug discovery and development area include
microarray-based detection technologies and insect olfaction and taste based
pest management solutions. In both humans and animals, the sense of smell is a
chemical detector of extraordinary sensitivity and selectivity. This sensory
function utilizes an array of hundreds to thousands of olfactory GPCRs in the
nose, each of which recognizes and responds to a distinct set of chemical
stimuli. The brain decodes the activity of these different receptors to gather
information about the character of a smell and its intensity. Sentigen
Biosciences believes that it could potentially use the same biological principle
to engineer ultra-sensitive, and highly adaptable, detection systems that employ
GPCR micro-arrays for chemical recognition and analysis. These detection
systems, if successful, have the potential to be used in the detection of
chemical or biological hazards, in manufacturing and food processing, in
environmental monitoring, in medical diagnostics and possible insect and pest
control areas.

     On July 26, 2004, we were awarded a contract by the Technical Support
Working Group (TSWG) - an interagency government office with representatives
from the Departments of Defense, State and Homeland Security - to develop
advanced biotechnology for the detection of explosives and other threats. The
contract, entitled "Olfactory Receptor Microarray-Based Sensor for Explosives
Detection (ORM-EDS)", will provide Sentigen Biosciences with $1.65 million in
research funding through July 2006. We are conducting research for the
development of a freestanding sensor for the detection of explosive agents. The
sensor is aimed at reproducing the sensitivity, versatility and chemical range
of the mammalian nose. We are attempting to isolate, produce and assemble
mammalian olfactory receptors into microarrays that would allow the nano-scale
monitoring of patterns of olfactory receptor activation resulting from exposure
to potentially harmful agents. The contract provides for the reimbursement of
research expenditures plus a fixed profit margin. For the years ended December
31, 2005 and 2004, we earned revenues of


                                        5

<PAGE>

$743,099 and $183,213 under this contract, respectively, while incurring total
costs of $707,714 and $174,489, respectively.

     License Agreements

     On April 10, 2000, Sentigen Biosciences entered into a license agreement
with The Trustees of Columbia University in New York ("Columbia") for an
exclusive worldwide right to Columbia's patent applications and other
proprietary rights in the areas of insect chemosensation and olfaction. The
licensing agreement with Columbia required us to contribute a minimum of
$1,000,000 into Sentigen Biosciences within one year of the date of the
agreement (by April 2001) or we must have been involved in active negotiations
to raise $1,000,000 in additional funding. We satisfied this provision through
the consummation of a private placement in November 2000 in which 863,834 shares
of our common stock were sold for $6.00 per share for aggregate gross proceeds
of $5,183,004.

     Another provision of the agreement required that a minimum of $50,000 per
six month period or $100,000 per annual period be spent on bona fide research
and development of the patents and licenses subject to the agreement from the
second through the fourth years of the agreement (April 2002 through April 2004)
or we must have been involved in active negotiation to raise $1,000,000 in
additional funding. We satisfied this provision through April 2004.

     On May 27, 2004 we entered into a second license agreement with Columbia
for the exclusive license to Columbia's rights under patent applications
developed jointly by us and Columbia in the area of assaying receptor activity.
In consideration of the May 27, 2004 exclusive license agreement, we agreed to
the following:

          -    We will pay Columbia a royalty totaling 5% of the net sales
               received by us on any products developed by us and approved by
               the Food & Drug Administration ("FDA"); and

          -    We will also pay to Columbia a royalty totaling 5% of any
               payments received by us on any products approved by the FDA that
               were developed pursuant to sublicenses of our rights under the
               patents.

     We are also obligated to spend the following on the research and
development of products under the patents:

          -    A minimum of $1,000,000 from May 27, 2004 through December 31,
               2005 and

          -    A minimum of $100,000 per year for calendar years 2006 through
               2010.

     We satisfied these obligations through the year ended December 31, 2005.

     While we currently offer no products or services derived from these
licenses, we utilize the intellectual property of these licenses in our research
and development contract with the Technical Support Working Group (TSWG) - an
interagency government office with representatives from the Departments of
Defense, State and Homeland Security - to develop advanced biotechnology for the
detection of explosives and other threats. There is no assurance that the
technology related to the licensing agreements with Columbia or other
technologies involved in the research and development activities of Sentigen
Biosciences will prove to be productive. In the event we decide to terminate
such activities, there will be associated costs to us, such as payment to
employees and expenses related to the closing of our facility at 3960 Broadway,
New York, New York. No provisions have been made for such possible further
expense.

     Consulting Agreements

     Dr. Richard Axel. On March 29, 2005, Sentigen Biosciences renewed its
consulting agreement with Dr. Richard Axel, a professor at Columbia University.
Our original agreement with Dr. Axel expired on March 29, 2005. The new
agreement with Dr. Axel has a term of five years, unless earlier terminated by
either party. Pursuant to the terms of the consulting agreement Dr. Axel will
(i) provide us with advisory services with respect to data we generate, (ii)
provide scientific advice regarding our product lines, the general direction of
the research program, recruitment of personnel and techniques used in research
in the receptor ligand interactions field and (iii) generally advise us in our
efforts to produce, develop and market products in the receptor ligand
interactions field.

     Dr. Richard Axel, and his colleague, Dr. Linda Buck, were awarded the 2004
Nobel Prize in Physiology or Medicine for their discoveries of odorant receptors
and the organization of the olfactory system. Dr. Richard Axel is a graduate of
Columbia College and The Johns Hopkins School of Medicine. In early work, Dr.
Axel and his colleagues developed gene transfer techniques that permitted the
introduction of virtually any gene into any cell, allowing


                                        6

<PAGE>

analysis of gene function in vivo. These experiments in cell transformation led
to the isolation and functional analysis of the gene for the T-cell surface
protein, CD4, the cellular receptor for HIV.

     More recently, Dr. Axel has been applying the techniques of molecular
biology to problems in neurobiology and his work has been largely concerned with
the molecular logic of olfactory perception. This research has provided
important insights into how the recognition of odors is translated into an
internal representation of sensory quality in the brain.

     In recognition of his work in molecular genetics, Dr. Axel has received
numerous awards: the Passano Foundation Young Scientist Award, the Alan T.
Waterman Award from the National Science Foundation, the Eli Lilly Award in
Biological Chemistry, the New York Academy of Sciences Award in Biological and
Medical Sciences, the Lounsbery Award from the National Academy of Sciences, the
John Jay Award from Columbia University, and the Science Pour L'Art Award, LVMH,
Paris. Dr. Axel was the 1996 co-recipient of the Unilever Science Award, and in
1997 was the co-recipient of the Rosenstiel Award. In 1998, he received the
Bristol-Myers Squibb Award for Excellence in Neuroscience, and in 1999, the
Hamilton Medal from Columbia University. Dr. Axel is a member of the National
Academy of Sciences and the American Academy of Arts and Sciences.

CELL & MOLECULAR TECHNOLOGIES, INC.

     CMT is a contract research organization that specializes in supporting the
drug discovery process. Through its scientific staff and technology focus, CMT
aims to increase the efficiency of the drug discovery process at pharmaceutical,
biotechnology, and biomedical research organizations and optimize their
investments in new technologies. In addition, CMT works in close collaboration
with Sentigen Biosciences to commercialize specific applications of the
Tango(TM) Assay System. CMT maintains an internet address at www.cmt-inc.net.

     The majority of CMT's customers are engaged in the drug discovery process.
The steps in this process can generally be characterized as: (1) identification
of disease targets in the human body, (2) validation of those disease targets,
and (3) screening those targets against chemical entities for scientifically
significant interactions. CMT believes its customers and the industry are also
facing patent expirations, more stringent drug approval standards, and thinning
product pipelines. As a result of these factors, CMT believes that the race for
new targets, compounds and drug candidates has become more competitive and has
increased the demand for additional research talent, laboratory capacity,
creative experimental design and tailored products. CMT believes that it
provides its customers access to the additional talent, capacity, creativity,
products and services which can accelerate their drug discovery programs,
optimize their technology investments and gain a competitive advantage.

     CMT provides custom contract research and development services in the
following areas:

          -    Molecular and cell biology;

          -    Gene expression and protein biochemistry;

          -    Bio-processing;

          -    High Throughput Screening ("HTS") support services;

          -    Mouse genetics; and

          -    Cell-based GPCR selectivity profiling.

     Services are performed on a fee-for-service, fixed contract basis that
provide for payments after specific research milestones are achieved. Research
milestones are developed pursuant to the specific research goals of the
customer. CMT utilizes cost and time effective approaches in the delivery of its
services intended to result in a high level of customer service. CMT does not
receive residual or royalty payments for future discoveries or uses involving
the materials or services provided to its customers.

     Proposals for service are based on collaborative discussions between the
customer's research staff and CMT scientific staff and are highly customized for
each individual customer. These discussions lead to detailed, milestone-based
research proposals that can be periodically modified based on the data collected
during the project. CMT believes that its customized, dynamic and data-driven
approach generally augments and complements the customer's own research and
development efforts in a cost and time effective manner while maintaining the
highest quality of services.

     Molecular and cell biology. CMT offers services to clone, isolate and
characterize genes from viral, prokaryotic or eukaryotic organisms. Services in
molecular biology include:


                                        7

<PAGE>

          -    The construction of custom cDNA libraries, genomic libraries, and
               DNA vectors;

          -    Gene cloning and modification;

          -    RNA and DNA isolation and blotting;

          -    Copy number determination and genotyping using Real Time
               Quantitative PCR; and

          -    GLP services.

     In addition, CMT provides expertise in the cloning and expression analysis
of target-selected genes. Services in this area allow its customers to specify
the vector and cell or tissue source.

     Gene expression and protein biochemistry. The drug discovery community
demands an ever increasing amount of recombinant proteins for their HTS
programs, as well as biochemical and biophysical studies. CMT helps to meet this
demand through the production and purification of recombinant proteins from
genetically engineered hosts. CMT offers the expression of recombinant proteins
in the following expression systems: (1) bacteria, (2) yeast, (3) mammalian
cells, (4) insect cells and (5) recombinant viruses. CMT also performs
expression optimization studies and scale-up process development.

     Bio-processing. CMT possesses cell culture and fermentation capabilities
and expertise, enabling it to produce whole cells, cellular fractions or
biological molecules for both research and assay purposes. CMT aims to deliver a
well-characterized process by incorporating cell banking through upstream and
downstream process development. Using its flexible cell culture facilities, CMT
prepares reagents derived from a broad range of host cell types (including whole
cells, cellular fractions, or purified bio-molecule proteins) properly formatted
for further characterization or for use in screening assays. CMT also offers the
production of enzymes, receptors, substrates, growth factors and antibodies.
CMT's facilities give it both adherent (flasks, roller bottles, cell factories)
and suspension (spinners, bioreactors) culture capabilities. CMT's facilities
also feature fractionation and purification capabilities.

     HTS support services. Pharmaceutical and biotechnology companies utilize
sophisticated automation and robotics to screen large quantities of cells or
proteins very rapidly. Through HTS programs the drug discovery community is able
to rapidly screen, identify and develop potential drug candidates for a large
number of disease targets. CMT provides whole cells, sub-cellular fractions, and
purified proteins in accordance with customer specified, quality control
standards to assure performance and reproducibility. The cells and reagents are
tested and delivered to customers in the customer-prescribed format (bulk,
multi-well plates, multiple aliquots, etc.). Customers receive cells or reagents
on a regularly scheduled basis (daily, weekly) and in a format (384, 1536 well
or other ultra-high throughput format plates) required for the customer's HTS
assays. CMT designs its services to help ease the strain on the customer's
internal resources and enable the customer's screening facilities and equipment
to maintain higher efficiency and usage times. CMT has developed a number of
strategies (transiently transfected cells, cryopreserved cells, and
division-arrested cells) to allow cells to be provided as pre-validated, assay
ready reagents for clients' cell-based drug discovery programs.

     CMT believes its resources in molecular biology, gene cloning, expression,
cell culture and cell line development enables it to provide customers with a
multidisciplinary approach to assay development. CMT's services include the
design, establishment, and execution of quality control standards for assays.
CMT can transfer assays to its customers, or perform assays at CMT's facilities.

     CMT developed a process for the use of "division-arrested" cells within
cell-based assays for drug discovery. This development enables drug discovery
professionals to maintain consistent cell-counts and cell quality within assays
despite the increasing density of screening formats and varying screening cycle
times. CMT filed a patent application on this process in 2002, which has been
allowed and is expected to issue in 2006.

     Mouse genetics. Transgenic mouse technology allows researchers to study the
impact of gene deletions, mutations, and additions in a whole-animal system
whose genetics are well understood and can be easily manipulated. Based on this
premise, CMT constructs mouse models of human diseases for use in the
identification and validation of potential drug candidates. CMT constructs
knock-out and knock-in gene models that can be used to study transcription
activity, gene expression and function by altering or mutating a specific gene
in the mouse.

     Cell Based GPCR Selectivity Profiling. CMT is commercializing the
application of Sentigen Biosciences' Tango(TM) Assay System for the selectivity
profiling of candidate compounds against an array of GPCR targets. CMT launched
this service in the fourth quarter of 2005. This service is being offered to
pharmaceutical and biotechnology


                                        8

<PAGE>

companies engaged in drug discovery, as well as academic and government
laboratories investigating the cross-reactivity of compounds.

DISCONTINUED OPERATION

     On February 22, 2005 we entered into agreements with Serologicals
Corporation and its direct and indirect subsidiaries, Chemicon Specialty Media,
Inc. ("Purchaser") and Chemicon International, Inc., pursuant to which CMT sold
substantially all of the assets, including the facility on 580 Marshall Street,
Phillipsburg, New Jersey, of its Specialty Media Division (the "Division") to
the Purchaser for $6,500,000. The Division's business primarily consisted of the
manufacture and distribution of cell culture media, mouse embryo culture media,
mouse embryonic stem cells, feeder cells, and reagents.

     For additional information, please see Note 4 to the audited consolidated
financial statements included elsewhere in this Annual Report.

SIGNIFICANT CUSTOMERS

     Sentigen Biosciences

     For the year ended December 31, 2005 and 2004, Sentigen Biosciences'
revenues were primarily attributed to its contract with the Technical Support
Working Group (TSWG) - an interagency government office with representatives
from the Departments of Defense, State and Homeland Security - to develop
advanced biotechnology for the detection of explosives and other threats. For
the years ended December 31, 2005 and 2004, we earned revenues of $743,099 and
$183,213 under this contract, respectively, while incurring total costs of
$707,714 and $174,489, respectively. Sentigen Biosciences did not earn any
revenues during the year ended December 31, 2003.

     Cell and Molecular Technologies, Inc.

     For the years ended December 31, 2005, 2004 and 2003, Merck & Co., Inc.
("Merck") accounted for approximately 75%, 62% and 61% of CMT's consolidated
annual revenues, respectively. For the years ended December 31, 2004 and 2003,
Rockefeller University accounted for 10% and 11% of CMT's consolidated annual
revenues, respectively. For the year ended December 31, 2005, Rockefeller
University did not account for a significant percentage of CMT's consolidated
annual revenues.

     The majority of the revenues from Merck are generated under one annual
contract with CMT for HTS support services. The contract provided for payments
to CMT of $200,000 per month in exchange for a fixed number of cell and reagent
deliveries to support Merck's HTS program. The contract also provided for a
credit against other services (in addition to the base contract value) performed
for the customer in 2006 should actual deliveries during 2005 fall below the
fixed number of deliveries provided for in the contract. During 2004 and 2005,
the number of actual deliveries provided to Merck was less than the fixed number
of deliveries provided for in the contract. At December 31, 2005 unearned
revenue totaled $45,995 to account for the value of the credits which are due in
2006. On January 12, 2006, CMT, entered into an amendment with Merck which
provides for, among other things, the extension of the contract through March
31, 2006. The amendment provides for payments by Merck of $554,005 for the three
months ending March 31, 2006, and the use of certain credits by Merck. CMT is in
the process of negotiating a new agreement with Merck for HTS support services.
There can be no assurance that a new agreement with Merck will be entered into
or that such agreement will be as favorable as the prior agreement with Merck.
In the event that a new agreement with Merck is not entered into or is not as
favorable to CMT, our business, financial position and results of operations
would be materially and adversely affected.

SALES AND MARKETING

     Sentigen Biosciences

     Sentigen Biosciences has been primarily focused on research and
development, and has attended various scientific and industry conferences and
met with leading pharmaceutical, biotechnology and agricultural companies in an
effort to raise awareness of its technologies among constituents in those
communities. Sentigen Biosciences intends to seek strategic discovery and
development partnerships around key molecular targets with biotechnology,
pharmaceutical and other life sciences research institutions. Sentigen
Biosciences has not generated any material revenues from these activities and
while we have met and continue to meet with these institutions we have not yet


                                        9

<PAGE>

entered into any drug discovery or development agreements nor can any assurance
be given that we will be able to do so on terms that are acceptable to us.

     Cell and Molecular Technologies, Inc.

     CMT has focused on providing pre-clinical contract research and development
to entities engaged in the drug discovery process. Given the rapid development
of molecular biology techniques and the pace of innovation, CMT believes that
the drug discovery community is now focusing on HTS as opposed to more basic
screening methodologies. CMT also believes that there is an increasing trend
among companies in the drug discovery community to outsource segments of the HTS
process, as well as other segments of the drug discovery process that occur
after primary HTS screens are completed. Such outsourcing is due to a variety of
factors including:

          -    Economies of scale necessary to maintain an efficient and
               effective HTS program and remain competitive in the industry;

          -    Reduced "in-house" staffs resulting from corporate down-sizing
               and investments in automation and robotics;

          -    Expense and risk inherent in conducting segments of this process
               internally; and

          -    Expanded capabilities and flexibility offered by third party
               research companies without the associated overhead.

     The sales and marketing activities of CMT consist primarily of the
following:

          -    Advertisements in trade magazines, newsletters, scientific
               journals and the general press;

          -    Meetings and consultations with research executives at
               pharmaceutical, biotechnology and other companies engaged in the
               drug discovery process; and

          -    Exhibitions and speaking engagements at industry trade-shows and
               conventions.

BACKLOG

     We do not have a significant order backlog comprised of specific
commitments under signed task orders and other written obligations. There can be
no assurance that any amounts which may be indicated under our backlog will be
recognized as revenue at any point in the future, if at all.

SUPPLIERS

     Sentigen Biosciences

     The research and development operations of Sentigen Biosciences including
purchasing are conducted at our 3960 Broadway, New York, New York location. In
general, we purchase raw materials and supplies on the open market. We are able
to obtain substantially all of such materials from a number of sources so that
the loss of any one source of supply would not have a material adverse effect on
us.

     Cell and Molecular Technologies, Inc.

     The contract research and development operations of CMT including
purchasing are conducted at our 445 Marshall Street, Phillipsburg, New Jersey
location. In general, we purchase raw materials and supplies on the open market.
We are able to obtain substantially all of such materials from a number of
sources so that the loss of any one source of supply would not have a material
adverse effect on us.

COMPETITION

     Sentigen Biosciences

     Sentigen Biosciences has been primarily engaged in the development and
commercialization of novel bioassay systems that elucidate the underlying
biology of protein-protein interactions. Sentigen Biosciences has initially
targeted its Tango(TM) Assay System to address the functionalization of G
protein-coupled receptors (GPCRs) for pharmaceutical drug discovery and
development. Sentigen Biosciences' future competitive position depends on its
ability to develop a platform that will be more cost-effective and technically
advantageous than other currently available technologies. While Sentigen
Biosciences believes that its approach is unique and will provide a superior


                                       10

<PAGE>

technological solution, there are several other platforms that have been
developed and are being used in the pharmaceutical and biotechnology industries.
These other platforms are in direct competition with or could replace our
technologies and there could possibly be additional such platforms under
development elsewhere. There is no assurance that the Tango Assay System will be
accepted by commercial customers as a platform that is sufficiently more
effective than other commercially available platforms as to mandate changing
from their existing assay systems or that the Tango Assay System platform will
work effectively against all possible drug targets. Sentigen Biosciences has not
yet determined the size of the market for its platform or the prices at which it
could be marketed. In addition, as Sentigen Biosciences has not yet entered into
any discovery or development agreements with biotechnology, pharmaceutical or
other life science institutions, it is unable to accurately assess the market
for its Assay System.

     Further, Sentigen Biosciences is devoting a portion of its effort and
resources to the continued development of a novel cell-based molecular profiling
system which is being commercialized through CMT. We are aware of several other
molecular profiling systems targeting panels of GPCRs that are currently on the
market. While we believe that a cell-based assay for molecular profiling based
on the Tango platform offers several advantages when compared to the biochemical
receptor binding assays for molecular profiling that are currently offered by
competitors, no assurance can be given that our profiling system will be
accepted by commercial customers in place of the technologies currently on the
market. In addition, Sentigen Biosciences is unable, at this time, to reliably
assess the market for this platform.

     Further, Sentigen Biosciences is devoting a portion of its effort and
resources to broadening out the application of the Tango Technology into other
drug targets and other cell-based assay platforms. These efforts, if successful,
could be the basis for additional patent applications.

     Cell and Molecular Technologies, Inc.

     Generally, CMT competes with a combination of national and regional
entities ranging from large companies engaging in contract research and
development to companies specializing in one particular aspect of research and
development. Some of these companies have captured a significant, and in certain
cases controlling, share of the market.

     Many competitors have achieved significant national, regional and local
name recognition. These competitors also engage in frequent and extensive
advertising and promotional programs, both generally and in response to efforts
by other competitors entering the market or existing competitors introducing new
service offerings. Many of these companies have substantially greater financial,
technical, marketing, personnel and other resources than CMT.

     CMT believes that entry barriers to these markets are significant because
of the high costs of specialized equipment, the need to recruit highly trained
professional scientific staff with industrial and academic experience, and the
need to offer a wide range of services and expertise. CMT's ability to compete
successfully in the industry is affected by these and other factors, including
without limitation price of services, ease of use, reliability, customer
support, geographic coverage and industrial and general economic trends. In
addition, research and development services involve customers dependent upon
government grants and other institutional funding.

     Although no assurances can be given, CMT believes that it can continue to
compete effectively based on its ability to provide its customers with contract
research and development services for early stage/pre-clinical research and
development in the pharmaceutical and biotechnology industries. Contract
research services have for the most part focused on delivering routine
technology at low cost. In contrast, CMT offers, in addition to the full range
of research and development services, complete experimental design and
consultation throughout the performance of its services.

GOVERNMENT REGULATION

     We are subject to many laws and governmental regulations and changes in
these laws and regulations and changes in interpretation by government agencies
and courts occur frequently.

     Environmental Regulation. Our operations are subject to various evolving
federal, state and local laws and regulations relating to the protection of the
environment. These laws govern, among other things, emissions to air, discharges
to ground, surface water and groundwater, and the generation, handling, storage,
transportation, treatment and disposal of a variety of hazardous and
non-hazardous substances and wastes. Federal and state environmental laws


                                       11

<PAGE>

and regulations often require companies to obtain permits for these emissions
and discharges. Failure to comply with environmental laws, or to obtain, or
comply with, the necessary state and federal permits, can subject us to
substantial civil and criminal penalties.

     Sentigen Biosciences and CMT operate laboratory facilities. Although we
believe that these facilities are in substantial compliance with all applicable
material environmental laws, it is possible that there are material
environmental liabilities of which we are unaware. If the costs of compliance
with the various existing or future environmental laws and regulations,
including any penalties that may be assessed for failure to obtain necessary
permits, exceed our budgets for these items, our business operations and
financial position could be materially adversely affected. In addition,
liability to third parties could have a material adverse effect on our business
operations and financial position. For the years ended December 31, 2005, 2004
and 2003, we did not make any material expenditures with respect to such
matters.

     Potential Environmental Cleanup Liability. The Federal Comprehensive
Environmental Response, Compensation and Liability Act, as amended, and many
similar state statutes, impose joint and several liability for environmental
damages and cleanup costs on past or current owners and operators of facilities
at which hazardous substances have been discharged, as well as on persons who
generate, transport, or arrange for disposal of hazardous substances at a
particular site. In addition, the operator of a facility may be subject to
claims by third parties for personal injury, property damage or other costs
resulting from contamination present at or emanating from property on which its
facility is located. For the years ended December 31, 2005, 2004 and 2003, we
did not make any material expenditures with respect to such matters.

     Permits. In connection with its business operations, CMT has obtained
permits from the New Jersey Department of Environmental Protection as both a
hazardous waste and medical waste generator. We believe that CMT's compliance
with these regulations, however, is on a voluntary basis since its operations
produce insufficient levels of chemical waste. We further believe that none of
CMT's medical waste is deemed infectious. In addition, both CMT and Sentigen
Biosciences have obtained permits from the Nuclear Regulatory Commission for the
use of radioisotopes in connection with its research functions.

     Other Regulations. In addition to the foregoing, we may be subject to
various other federal, state and local regulatory and licensing requirements as
the same are promulgated from time to time by the Environmental Protection
Agency, Food and Drug Administration, Nuclear Regulatory Commission, the New
Jersey Department of Environmental Protection and other federal, state and local
regulatory agencies. Failure by us to comply with any of these requirements
could result in the imposition of fines by governmental authorities or awards of
damages to private litigants. We have from time to time, made, and will continue
to make, capital and other expenditures necessary to monitor and to comply with
any applicable regulations. For the years ended December 31, 2005, 2004 and
2003, expenditures with respect to such matters were not material.

PATENTS, TRADEMARKS AND PROPRIETARY RIGHTS

     Our success depends in part on our ability to protect our proprietary
technologies and information, and to operate without infringing on the
proprietary rights of third parties. We rely on a combination of patent
applications, trade secrets, and trademarks, as well as confidentiality,
licensing and other agreements to establish and protect our proprietary rights.

     We utilize certain proprietary information in connection with our research
and development operations, and the provision of our services, including
processes with respect to gene expression systems and screening assays. We rely
on customary principles of "work-for-hire" as well as technical measures to
establish and protect the ideas, concepts, and documentation of proprietary
technology and know-how and, in certain instances, have entered into
non-disclosure agreements with certain customers, prospects, consultants and
employees. Such methods, however, may not afford us complete protection, and we
cannot assure you that third parties will not independently develop such
know-how or obtain access to such know-how, ideas, concepts, and documentation.

     It is expected that in the future we will need and attempt to obtain
licenses for patents and/or proprietary information from others to be utilized
in our operations. In connection with obtaining these licenses, appropriate
contractual arrangements, involving some form of payment from us, may well have
to be entered into. Although we believe that our technologies developed as a
result of our research programs and techniques employed in our service offerings
have been developed independently, we cannot assure you that the technologies
developed as a result of our research programs and techniques employed in our
service offerings do not and will not infringe on the rights of others or that
third parties will not assert infringement claims against us in the future. In
the case of infringement, we would,


                                       12

<PAGE>

under certain circumstances, be required to modify our operations or obtain a
license. We have received letters from a third-party asserting that we are
infringing certain patents which have been licensed to such third-party. While
we do not believe that we are infringing any of the claims of these patents, we
cannot assure you that we will have the financial or other resources necessary
to successfully defend a patent infringement or other proprietary rights
infringement action or that we could modify our operations or obtain a license
if we were required to do so. Failure to do any of the foregoing could have a
material adverse effect on our business. If our services or technologies are
deemed to infringe upon the rights of others, we could be liable for damages,
which could have a material adverse effect on us.

     Sentigen Biosciences

     During 2004, we applied to the United States Patent and Trademark Office
for a trademark on the Tango(TM) Assay System. Sentigen Biosciences also filed
several U.S. provisional applications on its proprietary technology, and plans
to file additional provisional and utility applications in the United States.
Sentigen Biosciences also plans to file additional patent applications in other
countries, that are seen as relevant markets for the commercialization of its
technology. Sentigen Biosciences filed provisional applications in 2003 and
2004, and a utility application in the U.S. in 2004. The utility application has
been allowed and we expect the patent to issue in 2006. An international, or PCT
application, was also filed in 2004 and was followed by filings in non-U.S.
jurisdictions in 2006. These applications have not yet been considered. We have
filed additional provisional applications in the U.S. and plan to file
additional utility and non-U.S. applications in the future.

     Cell & Molecular Technologies, Inc.

     CMT has applied for a U.S. patent, in 2002, and has filed an international,
or PCT application, in 2003 on a process for the use of "division-arrested"
cells within cell-based assays for drug discovery. This development is intended
to enable drug discovery professionals to maintain consistent cell-counts and
cell quality within assays despite the increasing density of screening formats
and varying screening cycle times. The application filed in 2002 has been
allowed and is expected to issue in 2006. The international application was
followed by filings in non-U.S. jurisdictions, and we are awaiting action on all
of these applications. CMT is also considering filing additional provisional and
utility applications as well as non-U.S. applications in the future.

     We believe that our technologies and service offerings at both Sentigen
Biosciences and CMT have been independently developed and do not infringe on the
rights of others. However, we are aware of patents and pending patent
applications which may issue as patents that are drawn to the same field as our
technologies and service offerings. We cannot assure you that our technology and
service offerings do not and will not, in the future, infringe upon the rights
of third parties.

EMPLOYEES

     As of December 31, 2005, we had 36 full-time and 3 part-time employees.
These employees were engaged as follows:

          -    15 in contract research and development services;

          -    14 in research and development;

          -    5 in administration, information technology and accounting;

          -    4 in executive positions; and

          -    1 in sales and marketing.

     None of our employees are covered by collective bargaining agreements. We
believe that we have good relationships with our employees.

ITEM 1A. RISK FACTORS

     You should carefully consider the following risks, together with other
matters described in this Form 10-K in evaluating our business and prospects. If
any of the following risks occurs, our business, financial position or results
of operations could be harmed. In such case, the trading price of our common
stock could decline. The risks described below are not the only ones faced by
us. Additional risks not presently known or currently deemed immaterial by us
could impair future business operations. Certain statements in this Form 10-K
(including certain of the following


                                       13

<PAGE>

factors) constitute forward-looking statements. Please refer to the section
entitled "Information Relating to Forward-Looking Statements" on page 3 of this
Form 10-K.

WE HAVE A HISTORY OF CONSOLIDATED NET LOSSES. WE EXPECT TO CONTINUE TO INCUR
CONSOLIDATED NET LOSSES, AND WE MAY NOT ACHIEVE PROFITABILITY ON A CONSOLIDATED
BASIS.

     We have incurred consolidated net losses from continuing operations for
each of the last three years and our accumulated deficit as of December 31, 2005
was $1,824,565. We expect to continue to have substantial consolidated net
losses in future periods as we continue research and development programs at
Sentigen Biosciences. As a result, we will need to generate significant revenue
and profitability growth from CMT to pay these costs and achieve profitability.
We cannot be certain whether or when we will become profitable. In addition,
should CMT's revenues and profitability deteriorate in the future our
consolidated net losses could also increase substantially.

A SUBSTANTIAL PORTION OF OUR REVENUES HAS BEEN DERIVED FROM ONE CUSTOMER.

     One customer, Merck & Co., Inc., accounted for a significant percentage of
our consolidated annual revenues for the years ended December 31, 2005, 2004 and
2003. CMT's contract with Merck & Co., Inc. expires on March 31, 2006. CMT is in
the process of negotiating a new agreement with Merck & Co., Inc. There can be
no assurance that a new agreement with Merck & Co., Inc. will be entered into or
that such agreement will be as favorable as our prior agreement with Merck &
Co., Inc. The decrease or loss of business from Merck & Co., Inc. would have a
material and adverse effect on our business, financial position and results of
operations.

A SUBSTANTIAL PORTION OF OUR WORKING CAPITAL IS USED TO FUND THE OPERATIONS OF
SENTIGEN BIOSCIENCES WHICH MAY OR MAY NOT RESULT IN THE DEVELOPMENT OF
COMMERCIALLY VIABLE PRODUCTS OR SERVICES.

     A substantial portion of our working capital is used to fund the operations
of Sentigen Biosciences, one of our wholly-owned subsidiaries. Sentigen
Biosciences has focused its efforts entirely on research and development since
its inception in February 2000. Sentigen Biosciences has not generated
substantial revenues and has a limited operating history on which to base a
meaningful evaluation of its business or prospects. There is no assurance that
Sentigen Biosciences will develop products or services that will be commercially
viable, especially in light of the competition in the industry in which Sentigen
Biosciences operates.

WE MAY NEED TO RAISE MORE CAPITAL TO FUND SENTIGEN BIOSCIENCES' EXPANDING
RESEARCH AND DEVELOPMENT PROGRAMS AND WE CANNOT ASSURE YOU THAT WE WILL BE ABLE
TO OBTAIN ADDITIONAL FINANCING WHEN NEEDED.

     We may need to raise more capital to fund Sentigen Biosciences' research
and development programs and to fully develop commercially viable products or
services. We cannot assure you that we will be able to obtain additional
financing when needed and on acceptable terms, if at all. It is possible that
any such financing may be dilutive to our current stockholders and the terms of
any debt financing may contain restrictive covenants limiting our ability to do
certain things, including paying dividends. Our ability to obtain financing
depends upon the status of our future business prospects, as well as conditions
prevailing in the capital markets. Our business, financial position and results
of operations will be materially and adversely affected if we cannot raise
additional capital when needed.

REVENUES ARE DEPENDENT ON THE CONTINUED RESEARCH NEEDS OF COMPANIES IN THE
PHARMACEUTICAL AND BIOTECHNOLOGY INDUSTRIES.

     We are highly dependent on research and development expenditures by the
pharmaceutical and biotechnology industries. Our business, financial position
and results of operations could be materially and adversely affected by general
economic downturns in these industries and other factors resulting in a decrease
in research and development expenditures in the pharmaceutical and biotechnology
industries. Additionally, our revenues are dependent on the practice among
pharmaceutical and biotechnology companies to hire outside organizations, such
as ours, to conduct both small and large research projects. If the practice were
to change and companies in the industry were to reduce their tendency to
outsource their projects, our business, financial position and results of
operations could be materially and adversely affected.


                                       14

<PAGE>

WE FACE INTENSE COMPETITION IN THE CONTRACT RESEARCH INDUSTRY.

     The contract research industry is highly fragmented, with national and
regional companies ranging from large, full-service companies to small,
limited-service companies which specialize in one particular aspect of research
and development or media production. Contract research companies compete on the
basis of various factors, including:

          -    reputation for on-time quality performance;

          -    expertise and experience in specific therapeutic areas;

          -    scope of service offerings and how well such services are
               integrated;

          -    strengths in various geographic markets;

          -    price;

          -    technological expertise and efficient drug development processes;

          -    the ability to acquire, process, analyze and report data in a
               timesaving and accurate manner; and

          -    expertise and experience in health economics.

     Many of our competitors have achieved significant national, regional and
local brand name and product recognition and engaged in frequent and extensive
advertising and promotional programs. Many of these competitors have
substantially greater financial, technical, marketing, personnel and other
resources than us. Furthermore, the contract research industry has begun
recently to attract attention from the investment community. This could lead to
increased competition for such additional sources of financing among the
contract research companies. While we believe that we can compete effectively,
we cannot assure you that we will be able to do so in the future.

DRUG DISCOVERY AND DEVELOPMENT IS AN INTENSELY COMPETITIVE BUSINESS THAT COULD
RENDER OUR TECHNOLOGIES OBSOLETE OR NONCOMPETITIVE.

     Sentigen Biosciences has initially targeted its Tango(TM) Assay System to
address the functionalization of GPCRs in pharmaceutical drug discovery and
development. We believe that GPCRs are an important target class for drug
discovery efforts and that most pharmaceutical, some biotechnology and other
drug discovery organizations have internal programs focused on GPCRs. Another
entity could have, or could develop, an assay technology for GPCRs to discover
and develop drug leads or drug candidates more effectively, more efficiently or
at a lower cost than our technology. Sentigen Biosciences' future competitive
position depends on its ability to develop a platform that will be sufficiently
more cost-effective and technically advantageous than other currently available
technologies. While Sentigen Biosciences believes that its approach is unique
and will provide a superior technological solution, there are several other
platforms that have been developed and are being used in the pharmaceutical and
biotechnology industries. These other platforms are in direct competition with
or could replace our technologies and there could possibly be additional such
platforms under development elsewhere. There is no assurance that The Tango(TM)
Assay System will be accepted by commercial customers as a platform that is
sufficiently more effective than other commercially available platforms as to
mandate changing from their existing assay systems or that The Tango(TM) Assay
System platform will work effectively against all possible drug targets.
Sentigen Biosciences has not yet determined the size of the market for its
platform or the prices at which it could be marketed. In addition, as Sentigen
Biosciences has not yet entered into any discovery or development agreements
with biotechnology, pharmaceutical or other life science institutions, it is
unable to accurately assess the market for its Assay System.

     We are also in the process of devoting a portion of Sentigen Biosciences'
effort and resources to the development of a novel molecular profiling system
which, if successful, we will attempt to commercialize. We are aware of several
other molecular profiling systems targeting panels of GPCRs that are currently
on the market. No assurance can be given that our profiling system, if
successfully developed, will be accepted by commercial customers in place of the
technologies currently on the market. In addition, we are unable at this time to
reliably assess the market for this platform or the prices at which Sentigen
Biosciences could charge for the system.

WE PROVIDE OUR SERVICES ON A FEE-FOR-SERVICES BASIS AND THEREFORE WE BEAR THE
RISK THAT THE COSTS INCURRED PROVIDING SUCH SERVICES WILL EXCEED THE FEES
CHARGED FOR SUCH SERVICES.

     Our contracts are on a fee-for-service basis, providing for payments only
after certain research milestones have been reached. We do not receive residual
or royalty payments for future discoveries or uses involving the materials or
services provided to our customers. For the years ended December 31, 2005, 2004
and 2003, these fee-for-service contracts accounted for 89%, 97% and 100% of our
consolidated annual revenues, respectively. Since contracts are fee-for-service,
we bear the risk that the costs to perform such services will be more than the
corresponding fees that are charged for such services. Most of the contracts are
terminable by the client immediately


                                       15

<PAGE>

or upon notice for a variety of reasons. Although the contracts often require
payment to us for expenses to terminate the project and fees earned by us to
date and, in some cases, a termination fee, the loss of one or more large
contracts could have a material and adverse effect on our business, financial
position and results of operations.

IF WE ARE UNABLE TO SUCCESSFULLY DEVELOP AND MARKET POTENTIAL NEW PRODUCTS AND
SERVICES, OUR GROWTH COULD BE ADVERSELY AFFECTED.

     A key element of our growth strategy is the successful development and
marketing of new products and services, which complement and expand our existing
businesses. If we are unable to develop new services or products and attract
customers, we will not be able to implement our growth strategy, and our future
business, results of operations and financial position could be materially and
adversely affected.

THE UNAUTHORIZED USE OF OUR PROPRIETARY INFORMATION MAY HAVE AN ADVERSE EFFECT
ON OUR FINANCIAL CONDITION.

     We utilize certain proprietary information in connection with our research
and development operations and the provision of our services, including
processes to "division arrest" cells, gene expression systems and screening
assays. To protect proprietary information, we rely on the customary principles
of "work-for-hire" and have entered into non-disclosure agreements with certain
employees, prospects, consultants and customers; however, these agreements can
be breached, and if they are, there may not be an adequate remedy available to
us. In addition, our subsidiaries have filed patent applications in the U.S.,
two of which have been allowed and are expected to issue in 2006. We have also
filed applications in other countries covering aspects of our proprietary
information; however, we cannot assure you that patents will be granted on any
of our patent applications. We also cannot assure you that the scope of any of
these patents, if granted, will be sufficiently broad to offer meaningful
protection. If competitors successfully use our proprietary information, our
business, operations and financial position may be adversely affected.

DEFENDING AGAINST CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT COULD BE
EXPENSIVE, COULD DISRUPT OUR BUSINESS OPERATIONS OR MATERIALLY ADVERSELY EFFECT
OUR FINANCIAL POSITION.

     We believe our technology and service offerings have been independently
developed and do not infringe upon the proprietary rights of others; however, we
are aware of patents and pending patent applications which may issue as patents
that are drawn to the same field as our technology and service offerings. We
cannot assure you that our technology and service offerings do not, and will not
in the future, infringe upon the rights of third parties. We may be a party to
legal proceedings and claims relating to the proprietary information of others
from time to time in the ordinary course of business. We may incur substantial
expense in defending against these third-party infringement claims, regardless
of their merit. A successful claim might subject us to substantial monetary
liability or might require us to modify products and services, or obtain a
license. We have received letters from a third-party asserting that we are
infringing certain patents which have been licensed to such third-party. While
we do not believe that we are infringing any of the claims of these patents, we
may not have sufficient financial or other resources necessary to successfully
defend a patent infringement or other proprietary rights action. We cannot
assure you that we could modify our technologies, products or services, or
obtain a license in the event of an adverse judgment.

DUE TO EXPECTED FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS, YOU SHOULD NOT
RELY ON THE RESULTS OF ANY SINGLE QUARTER AS BEING INDICATIVE OF FUTURE RESULTS.

     Our quarterly operating results are subject to volatility due to a variety
of factors. These factors include, but are not limited to:

          -    our ability to introduce new services and products successfully;

          -    market acceptance of existing or new services, products and
               prices;

          -    changes in customer research budgets which are influenced by the
               timing of their research and commercialization efforts and their
               receipt of government grants;

          -    commencement, completion or cancellation of large contracts;

          -    progress of ongoing contracts;

          -    the ability to consistently fill CMT's services pipeline with
               profitable contracts;

          -    our ability to control or adjust research and development,
               marketing, sales and general and administrative expenses in
               response to changes in revenues.


                                       16

<PAGE>

     Since a large percentage of our operating costs are relatively fixed,
variations in the timing and progress of large contracts can materially affect
quarterly results. Comparisons of our quarterly financial results are not
necessarily meaningful and should not be relied upon as an indication of future
performance. However, fluctuations in quarterly results could affect the market
price of our common stock in a manner unrelated to our long term operating
performance.

THE PHARMACEUTICAL AND BIOTECHNOLOGY INDUSTRIES ARE SUBJECT TO STRICT
ENVIRONMENTAL REGULATIONS.

     Our operations are subject to evolving federal, state and local laws and
regulations relating to the protection of the environment. These laws and
regulations require that permits be obtained by us. Although we believe that we
are in substantial compliance with all applicable material environmental laws,
it is possible that there are environmental liabilities of which we are unaware.
The cost of compliance with various existing or future environmental laws and
regulations, including any cleanup costs, damages or penalties, could materially
and adversely affect our business, operations and financial position.

WE MAY BE FACED WITH POTENTIAL LIABILITY FOR INJURIES RESULTING FROM OUR
PRODUCTS.

     We may be exposed to product liability claims as a result of the sale of
our products. Although we have obtained product liability insurance in the
aggregate amount of $2.0 million ($1.0 million per occurrence), and an umbrella
policy that provides a $10.0 million coverage (per occurrence or aggregate), we
cannot assure you that such insurance will fully cover any claims made by
customers against us. If a successful suit were brought against us,
unavailability or insufficiency of insurance coverage could have a material and
adverse effect on our business, operations and financial position. Moreover, any
adverse publicity arising from claims made against us, even if such claims were
unsubstantiated and unsuccessful, could adversely affect our reputation and
sales.

IF WE ARE UNABLE TO RETAIN THE SERVICES OF KEY MANAGEMENT, TECHNICAL EMPLOYEES
OR CONSULTANTS, OUR OPERATIONS MAY BE MATERIALLY ADVERSELY AFFECTED.

     Our success substantially depends on the performance, contributions and
expertise of our senior management team, including, Thomas Livelli, Chief
Executive Officer and President and Kevin J. Lee, PhD, Vice President of
Research of Sentigen Biosciences as well as our scientific consultant, Dr.
Richard Axel. The departure of any of these persons or other executives,
consultants or employees could have a material adverse effect on us. Our
performance also depends on our ability to attract and retain qualified
management and professional, scientific and technical operating staff, as well
as our ability to recruit qualified representatives for contract sales services.
If we are unable to attract and retain qualified personnel, our business,
results of operations or financial position could be materially adversely
affected.

OUR EXECUTIVE OFFICERS AND DIRECTORS HAVE SUBSTANTIAL CONTROL OVER OUR AFFAIRS
AND YOU MAY NOT BE ABLE TO INFLUENCE THE OUTCOME OF IMPORTANT MATTERS INVOLVING
US.

     Executive officers and directors will have the power, in the aggregate, to
direct the vote of approximately 34% of our common stock; therefore, these
persons may have the power to exert substantial influence over our business
policies and affairs and substantially affect the outcome of any matter
submitted to a vote of our stockholders, including the election of directors as
well as mergers, sales of substantially all of our assets and other changes in
control.

THE MARKET PRICE OF OUR COMMON STOCK IS HIGHLY VOLATILE AND THERE IS CURRENTLY
ONLY A LIMITED TRADING MARKET FOR OUR COMMON STOCK.

     The market price of our common stock has been highly volatile and may
continue to be volatile in the future. As a result of our stock price
volatility, it is difficult to determine our true market value. Additionally, in
2005, the average daily trading volume in our common stock was approximately
2,035 shares. The lack of an active trading market could adversely affect the
price of our common stock and your ability to sell shares of our common stock.

POSSIBLE ADDITIONAL ISSUANCES WILL CAUSE DILUTION.

     As of December 31, 2005 we have 7,477,542 shares of common stock
outstanding. In addition, options to purchase an aggregate of 1,194,552 shares
of our common stock are also outstanding. We are authorized to issue up to
20,000,000 shares and are therefore able to issue additional shares without
being required to obtain stockholder


                                       17

<PAGE>

approval. Thus, investors in our common stock could find their holdings
drastically diluted, which if it occurs, means that they will own a smaller
percentage of our outstanding common stock.

WE CURRENTLY DO NOT INTEND TO PAY CASH DIVIDENDS ON OUR SHARES.

     We have never declared or paid any cash dividends on our common stock, nor
do we plan on doing so in the future. The payment of dividends, if any, in the
future is within the discretion of our board of directors and will depend upon
our earnings, capital requirements and financial condition as well as other
relevant factors. We currently intend to retain all earnings, if any, to finance
our potential growth and the development of our business. Furthermore, our
ability to declare or pay dividends may be limited in the future by the terms of
any then-existing credit facilities, which may contain covenants that restrict
the payment of cash dividends.

IF WE DO NOT EFFECTIVELY MANAGE POTENTIAL GROWTH WE MAY EXPERIENCE IN THE
FUTURE, OUR OPERATIONS COULD BE DISRUPTED OR OUR FINANCIAL CONDITION COULD BE
IMPAIRED.

     The potential growth of our business could place a significant strain on
management systems and resources and may require us to implement new operating
and financial systems, procedures and controls. The failure to manage any growth
and expansion that may result in the future could adversely affect our business,
results of operations and financial position.

OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY INHIBIT A TAKEOVER OF THE COMPANY.

     Provisions in our certificate of incorporation and bylaws may have the
effect of delaying or preventing a change of control or changes in management
that a stockholder might consider favorable. These provisions include, among
others:

          -    the right of the board to elect a director to fill a space
               created by the expansion of the board;

          -    the ability of the board to alter our bylaws; and

          -    the ability of the board to issue a series of preferred stock
               without stockholder approval.

ITEM 1B. UNRESOLVED STAFF COMMENTS

     Not applicable.

ITEM 2. PROPERTIES

     Our executive offices are located at 445 Marshall Street, Phillipsburg, New
Jersey. CMT leases approximately 11,000 square feet of laboratory and
office/warehouse space at 445 Marshall Street, Phillipsburg, New Jersey. CMT
also leases approximately 6,000 square feet of laboratory space at 418/422
Industrial Drive, North Wales, Pennsylvania. Sentigen Biosciences leases
approximately 2,000 square feet of laboratory space at 3960 Broadway, New York,
New York. We believe that our facilities are adequate for our operations and
that suitable additional space will be available when needed. Our business plans
may require us to lease additional facilities in the future.

     For additional information, please see Note 9 to the audited consolidated
financial statements included elsewhere in this Annual Report.

ITEM 3. LEGAL PROCEEDINGS

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.


                                       18
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our common stock trades on The NASDAQ Capital Market under the symbol SGHL.
The following table sets forth the high and low bid prices for our common stock
as reported by The NASDAQ Capital Market.

<TABLE>
<CAPTION>
                        HIGH ($)   LOW ($)
                        --------   -------
<S>                     <C>        <C>
2004
   First quarter         $11.65     $5.65
   Second quarter         10.00      6.25
   Third quarter           8.67      6.00
   Fourth quarter          9.00      6.00

2005
   First quarter         $ 7.10     $4.10
   Second quarter          5.25      3.20
   Third quarter           4.82      4.00
   Fourth quarter          6.50      4.15

2006
   First quarter         $ 5.50     $2.79
   (through March 24,
    2006)
</TABLE>

     On March 24, 2006, the last sale price for our common stock was $3.30, as
reported by The NASDAQ Capital Market. As of March 24, 2006, we had 7,477,542
shares of our common stock outstanding and there were approximately 340
stockholders of record of our common stock, one of which is Cede & Co., a
nominee for Depository Trust Company (or DTC). Shares of common stock that are
held by financial institutions as nominees for beneficial owners are deposited
into participant accounts at DTC, and are considered to be held of record by
Cede & Co. as a single stockholder.

DIVIDEND POLICY

     To date, we have not declared or paid any cash dividends on our common
stock. We do not expect to declare or pay any cash dividends in the foreseeable
future. We intend to retain all earnings, if any, to finance the continued
development of our business. Payments of any future cash dividends on our common
stock is at the discretion of our board of directors after taking into account
various factors, including our financial condition, operating results, current
and anticipated cash needs, plans for expansion and other factors that our board
of directors deem relevant.

RECENT SALES OF UNREGISTERED SHARES

     None.

ITEM 6. SELECTED FINANCIAL DATA

     The following selected statement of operations data for the years ended
December 31, 2005, 2004 and 2003 and the selected balance sheet data as of
December 31, 2005 and 2004 have been derived from our audited consolidated
financial statements and accompanying notes that are included elsewhere in this
Form 10-K. The selected statement of operations data for the years ended
December 31, 2002 and 2001 and the selected balance sheet data as of December
31, 2003, 2002 and 2001 have been derived from our audited financial statements
and accompanying notes which are not included within this Form 10-K.


                                       19

<PAGE>

     The statement of operations data and the balance sheet data as of and for
the years ended December 31, 2005, 2004, 2003, 2002 and 2001 present the results
of the Specialty Media Division as discontinued operations. The information set
forth below should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the consolidated
financial statements and the notes thereto appearing elsewhere in this report.

<TABLE>
<CAPTION>
                                                       FOR THE YEARS ENDED DECEMBER 31,
                                     -------------------------------------------------------------------
                                         2005          2004          2003          2002          2001
                                     -----------   -----------   -----------   -----------   -----------
<S>                                  <C>           <C>           <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA:
Total revenues                       $ 6,671,779   $ 6,315,053   $ 6,076,502   $ 4,555,242   $ 3,905,549
                                     -----------   -----------   -----------   -----------   -----------
Income after direct costs            $ 3,889,804   $ 4,025,871   $ 4,206,733   $ 3,094,612   $ 2,462,402
Operating expenses                     6,832,774     6,884,783     5,863,668     4,608,243     4,226,165
                                     -----------   -----------   -----------   -----------   -----------
Operating loss                        (2,942,970)   (2,858,912)   (1,656,935)   (1,513,631)   (1,763,763)
Interest income,
   net of interest expense               386,951       179,849        35,567       262,341       533,750
Provision for income taxes                71,360        87,776        63,699        59,383        59,742
                                     -----------   -----------   -----------   -----------   -----------
Loss from continuing operations       (2,627,379)   (2,766,839)   (1,685,067)   (1,310,673)   (1,289,755)
Income from discontinued
   operations, net of tax              4,846,257     1,052,319       811,879       788,642       642,166
                                     -----------   -----------   -----------   -----------   -----------
Net income (loss)                    $ 2,218,878   $(1,714,520)  $  (873,188)  $  (522,031)  $  (647,589)
                                     ===========   ===========   ===========   ===========   ===========
Basic and diluted loss
   per share of common stock
   from continuing operations        $     (0.35)  $     (0.37)  $     (0.23)  $     (0.18)  $     (0.18)
                                     ===========   ===========   ===========   ===========   ===========
Basic and diluted income per share
   of common stock from
   discontinued operation            $      0.65   $      0.14   $      0.11   $      0.11   $      0.09
                                     ===========   ===========   ===========   ===========   ===========
Basic and diluted net income
   (loss) per share of common
   stock                             $      0.30   $     (0.23)  $     (0.12)  $     (0.07)  $     (0.09)
                                     ===========   ===========   ===========   ===========   ===========

BALANCE SHEET DATA:
Working capital                      $11,846,492   $ 9,569,381   $10,289,207   $ 9,999,074   $10,062,565
                                     -----------   -----------   -----------   -----------   -----------
Total assets                         $15,600,243   $13,388,743   $13,123,379   $13,148,435   $12,862,944
                                     -----------   -----------   -----------   -----------   -----------
Long term debt                       $   651,410   $   784,495   $   551,872   $   788,260   $   662,519
                                     -----------   -----------   -----------   -----------   -----------
Stockholders' equity                 $12,263,836   $10,062,952   $10,931,194   $10,870,489   $10,950,382
                                     -----------   -----------   -----------   -----------   -----------
</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

MANAGEMENT OVERVIEW

     We are a biotechnology company conducting business through two segments,
Sentigen Biosciences and CMT. Sentigen Biosciences has been primarily engaged in
the development and commercialization of novel bioassay systems that elucidate
the underlying biology of protein-protein interactions. Sentigen Biosciences has
initially targeted its Tango(TM) Assay System to address the functionalization
of G protein-coupled receptors (GPCRs) for pharmaceutical drug discovery and
development. Sentigen Biosciences has filed patent applications on its Assay
System, one of which covering the Tango Assay System has been allowed and is
expected to issue in 2006, and it


                                       20
<PAGE>

expects to file additional patent applications on this technology and related
matters in the future. Sentigen Biosciences is also devoting a significant
portion of its effort and resources to the development of a novel molecular
profiling system, which the Company through CMT is commercializing. CMT provides
contract research and development services to companies engaged in the drug
discovery process and works in close cooperation with Sentigen Biosciences to
commercialize specific applications of the Tango(TM) Assay System. CMT has filed
a patent application on its "division-arrested" cell based assay, and this
application has been allowed and is expected to issue in 2006.

     At Sentigen Biosciences, we are spending a portion of our time and
resources to execute the development and commercialization of the Tango(TM)
Assay System. Sentigen Biosciences believes that the ability to profile the
cross-reactivity of lead drug compounds against a wide range of GPCRs in the
Tango System could result in the generation of selectivity profiles for drug
candidates, thereby enabling the identification of more specific drugs with
fewer side effects.

     While we believe our technology capabilities in the bioscience area are
substantial, up to this point, Sentigen Biosciences has incurred substantial
operating losses. Although we have completed several pilot research
collaborations, we have not entered into any drug discovery or development
agreements, nor can any assurance be given that we will be able to do so on
terms that are acceptable to us.

     Management intends to continually review the commercial validity of the
Tango Assay System, its applicability to functionalizing orphan GPCRs and the
prospects of our new novel molecular profiling system in order to make the
appropriate decisions as to the best way to allocate our limited resources.

     CMT is expending time and resources attempting to broaden our customer base
and service offerings to the drug discovery community. To this end, the
management team at CMT has spent its time developing its business through trade
conferences, exhibitions and project collaborations that demonstrate CMT's
service platform to companies engaged in the drug discovery process.

     On February 22, 2005 we sold the assets of Specialty Media, a division of
CMT, for $6.5 million to Serologicals Corporation. Of this amount, $500,000 was
held in escrow pursuant to the terms of an Escrow Agreement to satisfy
indemnification obligations of the Company or CMT. It was determined that there
were no indemnification obligations and $250,000 was released to us on both
August 22, 2005 and February 22, 2006. Accordingly, the assets and liabilities
of Specialty Media have been accounted for as assets and liabilities held for
sale in our consolidated balance sheets. In addition, the statements of
operation for Specialty Media have been accounted for as discontinued
operations, net of tax in our consolidated statements of operation.

     It should be noted that we will need substantial amounts of additional
financing to commercialize the research programs undertaken by us which
financing may not be available or if available may not be on reasonable terms.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

     The SEC defines critical accounting policies as those that are, in
management's view, important to the portrayal of our financial condition and
results of operations and demanding of management's judgment. Our critical
accounting policies include:

     Revenue Recognition. Revenue is recognized in accordance with the SEC's
Staff Accounting Bulletin No. 104, "Revenue Recognition" ("SAB 104"). SAB 104
requires that four basic criteria be met before revenue can be recognized: (1)
persuasive evidence of an arrangement exists; (2) delivery has occurred or
services rendered; (3) the fee is fixed and determinable; and (4) collectability
is reasonably assured. As to (1) above, our business practices require that our
services be performed pursuant to contracts with our customers. As to (2) above,
we recognize revenue when services are rendered to our customers. Determination
of (3) and (4) above are based on management's judgments regarding the fixed
nature of our arrangements taking into account termination provisions and the
collectability of fees under our arrangements.

     CMT provides services on a fee-for-service, fixed price contract basis that
provide for payments as specific research services are provided. In addition,
Sentigen Biosciences derives revenue from cost plus contracts with a United
States Government agency. Revenue is recognized on fixed price contracts as
services are performed, based upon the number of units delivered under the
contract. Revenue is recognized on cost plus contracts on the basis of the
direct costs incurred plus allowable indirect costs and an allocable portion of
the fee earned. Billings under government contracts are based on provisional
billing rates which permit recovery of fringe benefits, overhead and


                                       21

<PAGE>

general and administrative expenses not exceeding certain limits. These indirect
expense rates are subject to review by the United States Government on an annual
basis. When the final determination of the allowable rates for any year has been
made, billings may be adjusted accordingly. Cost and profit estimates are
reviewed periodically as the work progresses, and adjustments, if needed, are
reflected in the period in which the estimates are revised. Provisions for
estimated losses on uncompleted contracts are made in the period in which such
losses are determined. Changes in the scope of work generally result in a
renegotiation of contract pricing terms. Renegotiated amounts are not included
in net revenues until earned and realization is assured. Costs are not deferred
in anticipation of contracts being awarded, but instead are expensed as
incurred. Most contracts are terminable by the client either immediately or upon
notice. Termination fees are included in net revenues when realization is
assured.

     Stock-based compensation. SFAS No. 123 "Accounting for Stock-Based
Compensation", encourages, but does not require companies to record compensation
cost for stock-based employee compensation plans at fair value. We continue to
account for stock-based compensation to employees using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees." APB No. 25 requires no recognition of compensation
expense for the stock-based compensation arrangements provided that the exercise
price is equal to the market price at the date of the grants. Options granted to
non-employees are valued at either the fair value of the consideration received,
or the fair value of the equity instruments issued, whichever is more reliably
measurable. The expense for options issued to non-employees is recorded as
stock-based compensation in our consolidated statements of operations. The fair
value of each option grant is estimated using the Black-Scholes option-pricing
model. The Black-Scholes model requires management to estimate common stock
price volatility, risk-free interest rates and other parameters in order to
determine the fair value of an option grant.

     Deferred Tax Valuation Allowance. In accordance with SFAS No. 109,
"Accounting for Income Taxes," a deferred tax asset or liability is determined
based on the difference between the financial statement and tax basis of assets
and liabilities as measured by the enacted tax rates which will be in effect
when these differences reverse. We provide a valuation allowance against net
deferred tax assets unless, based upon the available evidence, it is more likely
than not that the deferred tax assets will be realized.

OFF-BALANCE-SHEET ARRANGEMENTS

     As of December 31, 2005, we did not have any off-balance-sheet
arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

RESULTS OF OPERATIONS

   COMPARISON OF YEAR ENDED DECEMBER 31, 2005 TO YEAR ENDED DECEMBER 31, 2004

     Revenues. Revenues for the year ended December 31, 2005 were $6,671,779
compared to revenue of $6,315,053 for the year ended December 31, 2004, an
increase of $356,726 or 6%. For the year ended December 31, 2005, revenues
attributable to CMT were $5,807,680 and declined 5% when compared to revenues
for the year ended December 31, 2004. This decline was offset by an increase in
revenues earned by Sentigen Biosciences under our contract with Technical
Support Working Group (TSWG) - an interagency government office with
representatives from the Departments of Defense, State and Homeland Security -
to develop advanced biotechnology for the detection of explosives and other
threats. Under this contract we earned $743,099 during the year ended December
31, 2005 compared to $183,213 during the year ended December 31, 2004. The
increase in 2005 is attributed to a full year of operation under the contract
during 2005.

     An analysis of the services revenue earned by CMT is as follows:

<TABLE>
<CAPTION>
                         FOR THE YEAR ENDED
                            DECEMBER 31,
                      -----------------------   PERCENT
                         2005         2004       CHANGE
                      ----------   ----------   -------
<S>                   <C>          <C>          <C>
HTS contract          $2,628,050   $2,400,000     10%
All other contracts    3,179,630    3,726,840    (15%)
                      ----------   ----------
Total                 $5,807,680   $6,126,840     (5%)
                      ==========   ==========
</TABLE>

     The services revenue for high-throughput screening, or HTS, services is
derived from one contract with Merck & Co., Inc. The contract had a term of one
year, and ended on December 31, 2005. The contract provided for


                                       22

<PAGE>

payments to CMT of $200,000 per month in exchange for a fixed number of cell and
reagent deliveries. If actual deliveries during 2005 exceeded the fixed number
of deliveries provided for in the contract additional deliveries would have been
billed at the rate of $1,000 per delivery. The contract also provided for a
credit against other services (in addition to the base contract value) performed
for the customer in 2006 if actual deliveries during 2005 fell below the fixed
number of deliveries provided for in the contract. The contract states that the
credit against the value of future additional services performed in 2006 could
not exceed 30% of the value of the additional services performed in addition to
the base contract value for 2005. At December 31, 2005 unearned revenue totaled
$45,995 to account for the value of the credits which are due in 2006.

     The 15% decline in other contracts was the result of declines in revenues
earned from mouse genetics, molecular biology and protein expression services.
These declines were partially offset by revenues earned under the study
agreement signed on August 18, 2004, with Merck & Co., Inc. Under the agreement
CMT developed, banked, and studied certain cell lines based on standards and
protocols specified by Merck & Co., Inc. The agreement provided for total
payments to CMT of $1,338,130. Revenues of $490,060 were earned during 2004,
while $848,070 were earned during 2005, based on the milestones completed under
the agreement.

     Income after Direct Costs and Gross Margin. Income after direct costs for
the year ended December 31, 2005 was $3,889,804 (a gross margin on revenue of
58%) compared to income after direct costs of $4,025,871 (a gross margin on
revenue of 64%) for the year ended December 31, 2004. This decline was primarily
the result of an increase in direct materials costs at CMT as a percentage of
services revenue. Gross margin for CMT declined from 65% in 2004 to 60% in 2005.
The components of direct costs as a percentage of contract revenues for CMT for
the years ended December 31, 2005, and 2004 are as follows:

<TABLE>
<CAPTION>
                               FOR THE YEAR ENDED
                                  DECEMBER 31,
                               ------------------
                                   2005   2004
                                   ----   ----
<S>                            <C>        <C>
Reagents and materials              25%    21%
Labor                               15%    14%
                                   ---    ---
Direct cost as a percentage
   of CMT contract revenues         40%    35%
                                   ===    ===
</TABLE>

     Operating Expenses. Operating expenses for the year ended December 31, 2005
were $6,832,774 compared to $6,884,783 for the year ended December 31, 2004.
This decline of $52,009 or 1% was primarily the result of the following:

     -    A decline in stock-based compensation costs of $675,161 or 86%. The
          decline results from the expiration of certain stock option agreements
          to non-employee scientific consultants of Sentigen Biosciences as of
          March 29, 2005.

     -    Research and development expenses declined $120,809 or 7%. The decline
          is due to the allocation of a portion of our resources at Sentigen
          Biosciences to our contract with TSWG. Those resources are accounted
          for as direct costs in our consolidated statements of operation.

     -    Depreciation and amortization costs declined $56,149 or 11%. This
          decline is attributable to lower capital expenditures in 2005 as
          compared to 2004.

These declines were offset by:

     -    Selling, general and administrative expenses of CMT increased $404,184
          or 21% primarily due to higher compensation costs, commercial
          insurance costs and licensing fees.

     -    Corporate overhead expenses increased $395,926 or 22%. The increase
          was primarily due to increased commercial insurance and compensation
          costs.

     Loss from Continuing Operations. Loss from continuing operations for the
year ended December 31, 2005 was $2,627,379, compared to a loss from continuing
operations of $2,766,839 for the year ended December 31, 2004, an improvement of
5%. The breakdown of our loss from continuing operations for the year ended
December 31, 2005 as compared to the year ended December 31, 2004 is as follows:


                                       23

<PAGE>

<TABLE>
<CAPTION>
                                 FOR THE YEAR ENDED
                                    DECEMBER 31,
                             -------------------------   PERCENT
                                 2005          2004       CHANGE
                             -----------   -----------   -------
<S>                          <C>           <C>           <C>
Income from operations
   provided by CMT           $   671,980   $ 1,342,984    (50%)
Loss from operations of
   Sentigen Biosciences       (1,353,968)   (2,114,737)   (36%)
Parent company expenses       (2,260,982)   (2,087,159)     8%
Net interest income              386,951       179,849    115%
Provision for income taxes       (71,360)      (87,776)   (19%)
                             -----------   -----------
   Total                     $(2,627,379)  $(2,766,839)    (5%)
                             ===========   ===========
</TABLE>

     The income from operations provided by CMT declined 50% for the year ended
December 31, 2005 compared to the year ended December 31, 2004. The decline is
attributable to lower revenues, increased direct materials costs on services
revenue and higher selling, general and administrative expenses. The loss from
operations of Sentigen Biosciences improved 36% due to the revenues earned under
the contract with TSWG. Net interest income increased 115% due to the investment
of the proceeds from the sale of the Specialty Media Division in U.S. Treasury
Notes. Our provision for income taxes declined due to lower income at CMT.

     Income from Discontinued Operation, net of taxes. Income from discontinued
operations includes the income from operations of the Specialty Media Division
of CMT, net of income taxes. The Division was sold to Serologicals Corporation
on February 22, 2005 for $6.5 million. Income from discontinued operation, net
of tax for the year ended December 31, 2005 increased 358% when compared to the
year ended December 31, 2004. The increase is attributable to the recognition of
the $4,757,391 gain on disposal of the Division, net of tax, during 2005 as
compared to 2004.

   COMPARISON OF YEAR ENDED DECEMBER 31, 2004 TO YEAR ENDED DECEMBER 31, 2003

     Revenues. Revenues for the year ended December 31, 2004 were $6,315,053
compared to revenue of $6,076,502 for the year ended December 31, 2003, an
increase of $238,551 or 4%. For the year ended December 31, 2004, revenues
attributable to CMT were $6,126,840 and grew 1% when compared to revenues for
the year ended December 31, 2003. The remainder of the increase was primarily
the result of the revenues earned by Sentigen Biosciences under the initiation
of our contract with Technical Support Working Group (TSWG) - an interagency
government office with representatives from the Departments of Defense, State
and Homeland Security - to develop advanced biotechnology for the detection of
explosives and other threats. Under this contract we earned $183,213 during the
year ended December 31, 2004.

     An analysis of the services revenue earned by CMT is as follows:

<TABLE>
<CAPTION>
                         FOR THE YEAR ENDED
                            DECEMBER 31,
                      -----------------------   PERCENT
                         2004         2003       CHANGE
                      ----------   ----------   -------
<S>                   <C>          <C>          <C>
HTS contract          $2,400,000   $2,400,000     --%
All other contracts    3,726,840    3,676,502      1%
                      ----------   ----------
Total                 $6,126,840   $6,076,502      1%
                      ==========   ==========
</TABLE>

     The services revenue for high-throughput screening, or HTS, services is
derived from one contract with Merck & Co., Inc. The contract had a term of one
year, and ended on December 31, 2004. The contract provided for payments to CMT
of $200,000 per month in exchange for a fixed number of cell and reagent
deliveries. If actual deliveries during 2004 exceeded the fixed number of
deliveries provided for in the contract additional deliveries would have been
billed at the rate of $909 per delivery. The contract also provided for a credit
against other services (in addition to the base contract value) performed for
the customer in 2005 if actual deliveries during 2004 fell below the fixed
number of deliveries provided for in the contract. The contract states that the
credit against the value of future additional services performed in 2005 could
not exceed 30% of the value of the additional services performed in addition to
the base contract value for 2004. At December 31, 2004 unearned revenue totaled
$14,045 to account for the value of the credit which is due in 2005.


                                       24

<PAGE>

     On March 14, 2005, this contract was renewed on substantially similar terms
for the year ending December 31, 2005, except that additional deliveries in
excess of the fixed deliveries provided for in the contract will be billed at
the rate of $1,000 per delivery.

     The 1% increase in other contracts was the result of the study agreement we
signed on August 18, 2004, with Merck & Co., Inc. Under the agreement CMT will
develop, bank and study certain cell lines based on standards and protocols
specified by Merck & Co., Inc. The agreement provides for total payments to CMT
of $1,338,130. Under the agreement Merck & Co., Inc. made up-front payments
totaling $1,003,598, of those payments $490,060 was accounted for as earned
revenues during 2004, based on the milestones completed under the agreement,
while the remainder is accounted for as customer deposits in our consolidated
balance sheet. The $490,060 of revenue earned during 2004 was partially offset
by a decline in revenue from the completion of a contract which did not renew in
2004.

     Income after Direct Costs and Gross Margin. Income after direct costs for
the year ended December 31, 2004 was $4,025,871 (a gross margin on revenue of
64%) compared to income after direct costs of $4,206,733 (a gross margin on
revenue of 69%) for the year ended December 31, 2003. This was primarily the
result of an increase in direct materials costs at CMT as a percentage of
services revenue. Gross margin for CMT declined from 69% in 2003 to 65% in 2004,
the components of direct costs as a percentage of contract revenues for CMT for
the years ended December 31, 2004, and 2003 are as follows:

<TABLE>
<CAPTION>
                               FOR THE YEAR ENDED
                                  DECEMBER 31,
                               ------------------
                                   2004   2003
                                   ----   ----
<S>                            <C>        <C>
Reagents and materials              21%    17%
Labor                               14%    14%
                                   ---    ---
Direct cost as a percentage
   of contract revenues             35%    31%
                                   ===    ===
</TABLE>

     Operating Expenses. Operating expenses for the year ended December 31, 2004
were $6,884,783 compared to $5,863,668 for the year ended December 31, 2003.
This increase of $1,021,115 or 17% was primarily the result of the following:

     -    Research and development expenses (including the costs under the TSWG
          contract) increased $735,740 or 67% due to higher professional fees
          and research expenses at Sentigen Biosciences associated with the
          expansion of our research programs, and the initiation of the TSWG
          contract which accounted for $51,720 in costs and did not exist during
          2003.

     -    Corporate overhead expenses increased $524,428 or 41%. The increase
          was primarily due to the increased costs associated with a full year
          of salary and consulting fees paid to our former executive vice
          president of commercial operations as well as higher professional
          fees.

     -    Depreciation and amortization costs increased $55,170 or 12%. This
          increase is attributable to depreciation on capital expenditures made
          by CMT in 2004.

     These increases were partially offset by:

     -    Selling, general and administrative expenses of CMT declined $136,600
          or 7% due to lower general costs associated with marketing and sales
          expenses as well as lower consulting and service fees.

     -    A decline in stock-based compensation costs of $157,623 or 17%. The
          decline in stock-based compensation results from the one-time charge
          taken on September 4, 2003 as a result of the amendment to a stock
          option agreement with our Chairman of the Board, and former Chief
          Executive Officer and President. This decline attributable to this
          one-time charge was partially offset by increases in the fair values
          of stock options granted to non-employee scientific consultants
          resulting from the increase in the price of our common stock during
          the three months ended March 31, 2004.

     Loss from Continuing Operations. Loss from continuing operations for the
year ended December 31, 2004 was $2,766,839, compared to a loss from continuing
operations of $1,685,067 for the year ended December 31, 2003,


                                       25

<PAGE>

an increase of 64%. The breakdown of our loss from continuing operations for the
year ended December 31, 2004 as compared to the year ended December 31, 2003 is
as follows:

<TABLE>
<CAPTION>
                                                   FOR THE YEAR ENDED
                                                      DECEMBER 31,
                                               -------------------------   PERCENT
                                                   2004          2003       CHANGE
                                               -----------   -----------   -------
<S>                                            <C>           <C>            <C>
Income from operations provided by CMT         $ 1,342,984   $ 1,725,336    (22%)
Loss from operations of Sentigen Biosciences    (2,114,737)   (1,259,673)    68%
Parent company expenses                         (2,087,159)   (2,122,598)    (2%)
Net interest income                                179,849        35,567    406%
Provision for income taxes                         (87,776)      (63,699)    38%
                                               -----------   -----------
   Total                                       $(2,766,839)  $(1,685,067)   (64%)
                                               ===========   ===========
</TABLE>

     The income from operations provided by CMT declined 22% for the year ended
December 31, 2004 compared to the year ended December 31, 2003. The decline is
attributable to increased depreciation and amortization costs as well as
increased direct materials costs on services revenue. The loss from operations
of Sentigen Biosciences increased 68% due to the expansion of our research
programs. Net interest income increased 406% due to the investment of our cash
and cash equivalents in two-year U.S. Treasury Notes during 2004. Our provision
for income taxes increased due to higher state income taxes at CMT.

     Income from Discontinued Operation, net of taxes. Income from discontinued
operations includes the income from operations of the Specialty Media Division
of CMT, net of income taxes. The Division was sold to Serologicals Corporation
on February 22, 2005 for $6.5 million. Income from discontinued operation, net
of tax for the year ended December 31, 2004 increased 30% when compared to the
year ended December 31, 2003. The increase is attributable to a 12% increase in
revenues augmented by a decline in overhead costs associated with the operation
of the Division.

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 2005 we had $106,622 in cash and cash equivalents and
$13,378,020 invested in U.S. Treasury Notes. Our working capital as of December
31, 2005 was $11,846,492. During the year ended December 31, 2005 we financed
our operations through working capital and the sales of certain U.S. Treasury
Notes. We financed our capital expenditures primarily through a commercial bank
loan.

     On February 22, 2005, we purchased a $5,000,000 face value, 3.125%, U.S.
Treasury Note, maturing on January 31, 2007 with a portion of the proceeds from
the sale of the Specialty Media Division. On May 25, 2005, we sold a $300,000
face value, 2.500% U.S. Treasury Note, maturing September 30, 2006. Proceeds
from the sale totaled $295,594. On June 14, 2005, we sold a $250,000 face value,
2.500% U.S. Treasury Note, maturing September 30, 2006. Proceeds from the sale
totaled $246,514. On August 17, 2005, we sold a $200,000 face value, 2.500% U.S.
Treasury Note maturing September 30, 2006. Proceeds from the sale were $195,031.
On December 22, 2005 we sold a $402,000 face value, 3.125% U.S. Treasury Note
maturing January 31, 2007. Proceeds from the sale were $402,585.

     CMT is in the process of negotiating a new agreement with Merck for HTS
support services to begin April 1, 2006. There can be no assurance that a new
agreement with Merck will be entered into or that such agreement will be as
favorable as the prior agreement with Merck. In the event that a new agreement
with Merck is not entered into or is not as favorable to CMT our business,
financial position and results of operations would be materially and adversely
affected.

     We believe that our financial resources will be sufficient to fund
operations and capital requirements for at least the next 12 months. It should
be noted that we will need substantial amounts of additional financing to fully
commercialize the research programs undertaken by us which financing may not be
available or if available may not be on reasonable terms. It is possible that
any such financing may be dilutive to current stockholders and the terms of any
debt financings likely could contain restrictive covenants limiting our ability
to do certain things, including paying dividends. Our ability to obtain
financing depends upon the status of future business prospects, as well as
conditions prevailing in the capital markets. Management intends to continually
review the commercial validity of the Tango Assay System, its applicability to
functionalizing orphan GPCRs and the prospects of our new novel molecular
profiling system in order to make the appropriate decisions as to the best way
to allocate our limited resources.


                                       26
<PAGE>

COMMITMENTS UNDER DEBT OBLIGATIONS AND LEASES

     We were in compliance with all debt covenants as of and for the year ended
December 31, 2005. As of December 31, 2005, the scheduled maturities of our
indebtedness were:

<TABLE>
<CAPTION>
                                                      AMOUNT DUE BY PERIOD
                                           ------------------------------------------
                                             LESS                             GREATER
                                             THAN                               THAN
CONTRACTUAL OBLIGATIONS          TOTAL      1 YEAR    1-3 YEARS   3-5 YEARS   5 YEARS
-----------------------       ----------   --------   ---------   ---------   -------
<S>                           <C>          <C>        <C>         <C>         <C>
Long-Term Debt Obligations    $  835,873   $191,383    $572,658    $71,832       --
Capital Lease Obligations         35,451     28,531       6,920         --       --
Operating Lease Obligations      218,290    172,216      46,074         --       --
                              ----------   --------    --------    -------      ---
Total                         $1,089,614   $392,130    $625,652    $71,832       --
                              ==========   ========    ========    =======      ---
</TABLE>

INFLATION

     We historically offset the impact of inflation through price increases.
Periods of high inflation could have a material adverse impact on us to the
extent that increased borrowing costs for floating rate debt (if any) may not be
offset by increases in cash flow. There was no significant impact on our
operations as a result of inflation during the years ended December 31, 2005,
2004 and 2003.

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2004, the Financial Accounting Standards Board (the "FASB")
issued Statement No. 123 (revised 2004), Share-Based Payment ("SFAS No.
123(R)"), which is a revision of FASB Statement No. 123, Accounting for
Stock-Based Compensation ("SFAS No. 123"). SFAS No. 123(R) supersedes APB
Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB
Statement No. 95, Statement of Cash Flows. SFAS No. 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the financial statements based on their fair values.
Historically, in accordance with SFAS No. 123 and SFAS No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure, we have elected to follow
the disclosure only provisions of SFAS No. 123 and, accordingly, continue to
account for share based compensation under the recognition and measurement
principles of APB Opinion No. 25 and related interpretations. Under APB Opinion
No. 25, when stock options are issued with an exercise price equal to the market
price of the underlying stock price on the date of grant, no compensation
expense is recognized in the financial statements, and compensation expense is
only disclosed in the footnotes to the financial statements. The Company will
adopt the "modified prospective" method of SFAS No. 123(R) in the quarter
beginning January 1, 2006. Under the "modified prospective" method, compensation
cost is recognized in the financial statements beginning with the effective
date, based on the requirements of SFAS No. 123(R) for all share-based payments
granted after that date, and based on the requirements of SFAS No. 123 for all
unvested awards granted prior to the effective date of SFAS No. 123(R). The
adoption of this statement will have the effect of reducing net income and
income per share as compared to what would be reported under the current
requirements. We expect the impact of the implementation of SFAS No. 123(R) to
be generally consistent with the pro-forma expense calculated under SFAS No.
123.

     The following table reconciles net income (loss) and diluted earnings per
share (EPS) as reported, to pro-forma net income (loss) and diluted EPS, as if
we had expensed the fair value of employee stock options as permitted by SFAS
No. 123, as amended by SFAS No. 148, since it permits alternative methods of
adoption.

<TABLE>
<CAPTION>
                                        2005          2004          2003
                                    -----------   -----------   -----------
<S>                                 <C>           <C>           <C>
Net income (loss) as reported       $ 2,218,878   $(1,714,520)  $  (873,188)
Pro-forma expense as if employee
   stock options were charged
   against net loss                  (1,353,213)     (474,224)     (244,551)
                                    -----------   -----------   -----------
Pro-forma net income (loss) using
   the fair value method            $   865,665   $(2,118,744)  $(1,117,739)
                                    ===========   ===========   ===========
Basic and Diluted
   EPS as reported                  $      0.30   $     (0.23)  $     (0.12)
Pro-forma EPS using the fair
   value method                     $      0.12   $     (0.28)  $     (0.15)
</TABLE>


                                       27

<PAGE>

     In March 2005, the Securities and Exchange Commission (the "SEC") issued
Staff Accounting Bulletin ("SAB") No. 107, Share-Based Payment ("SAB No. 107"),
which provides interpretive guidance related to the interaction between SFAS No.
123(R) and certain SEC rules and regulations, as well as provides the SEC
staff's views regarding the valuation of share-based payment arrangements.

     In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an Amendment of APB Opinion No. 29, "Accounting for Nonmonetary
Transactions ("SFAS 153")". SFAS No. 153 amends APB Opinion 29 to eliminate the
exception for nonmonetary exchanges of similar productive assets and replaces it
with a general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS No. 153 is effective for fiscal periods beginning after
June 15, 2005. The adoption of this statement is not expected to have a material
effect on the Company's financial statements.

     In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations ("FIN 47")", which clarifies that
conditional asset retirement obligations are within the scope of SFAS No. 143,
"Accounting for Asset Retirement Obligations." FIN 47 requires the Company to
recognize a liability for the fair value of the conditional asset retirement
obligations if the fair value of the liability can be reasonably estimated. FIN
47 is effective for fiscal years ending after December 15, 2005. The adoption of
this statement did not have an effect on the Company's financial statements.

     In June 2005, the FASB issued SFAS No. 154, "Accounting Change and Error
Corrections - a replacement of APB Opinion No. 20, Accounting Change, and FASB
Statement No. 3, Reporting Accounting Changes in Interim Financial Statements
("SFAS 154")." SFAS No. 154 changes the requirements for the accounting for and
reporting of a change in accounting principle by requiring retrospective
application of changes in accounting principle to prior periods' financial
statements to the extent practicable. It also applies to changes required by an
accounting pronouncement in the unusual instance that the pronouncement does not
include specific transition provisions. When a pronouncement includes specific
transition provisions, these provisions should be followed. SFAS No. 154 is
effective for fiscal years beginning after December 15, 2005. This statement
requires that the new accounting principle be applied as if it were adopted
prospectively from the earliest date practicable. The adoption of this statement
is not expected to have a material effect on the Company's financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to market risk for the effect of interest rate changes on
our U.S. Treasury securities and money market securities. We are not currently
exposed to any foreign currency risks. Other information relating to
quantitative and qualitative disclosure about market risk is set forth in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources."

     Our exposure to market risk for changes in interest rates relates primarily
to our cash and cash equivalents, U.S. Treasury securities and long-term debt.
We generally invest our excess cash in U.S. Treasury securities of short- to
intermediate-term and money market mutual funds. Fixed rate securities may have
their fair market value adversely affected due to a rise in interest rates, and
we may suffer losses in principal if forced to sell securities that have
declined in market value due to changes in interest rates prior to maturity.

     At December 31, 2005, we had total debt of $871,324. This debt consists of
two capital leases and two commercial bank notes used for equipment financing.
The commitments under these debt instruments are comprised of interest and
principal payments at fixed rates for the term of the arrangements. On February
22, 2005, in connection with the sale of CMT's Specialty Media Division to
Serologicals Corp., we disposed of the real property at 580 Marshall Street and
the related mortgage.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     This information appears in a separate section of this report following
Part IV.


                                       28

<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
     FINANCIAL DISCLOSURE

     None.

ITEM 9A. CONTROLS AND PROCEDURES

     As of the end of the period covered by this report, an evaluation was
performed on the effectiveness of the design and operation of our disclosure
controls and procedures under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer.
Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that the design and operation of our disclosure controls and
procedures were effective as of the end of the period covered by this report. In
addition, no change in our internal control over financial reporting (as defined
in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the
fourth quarter of our fiscal year ended December 31, 2005 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

ITEM 9B. OTHER INFORMATION

     None.

                                    PART III

ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT

     Our current executive officers, directors and key employees are as follows:

<TABLE>
<CAPTION>
               NAME                 AGE                       POSITION
               ----                 ---                       --------
<S>                                 <C>   <C>
EXECUTIVE OFFICERS AND DIRECTORS:
   Joseph K. Pagano                  61   Chairman of the Board
   Thomas J. Livelli                 53   Director, Chief Executive Officer and President
   G. Scott Segler                   35   Chief Financial Officer
   Frederick R. Adler                80   Director
   Gerald Greenwald                  70   Director
   Joel M. Pearlberg                 68   Director
   Arnold B. Pollard, Ph.D.          63   Director
   Samuel A. Rozzi                   60   Director
   Bruce Slovin                      70   Director
KEY EMPLOYEES:
   Kevin J. Lee, Ph.D.               43   Vice President - Research, Sentigen Biosciences
</TABLE>

     JOSEPH K. PAGANO has served as Chairman of the Board since 1996. He has
served as our Chief Executive Officer and President from 1996 through March 21,
2006. Mr. Pagano has been a private investor for more than the past five years.
Mr. Pagano has been active in venture capital for over 20 years, with
investments in a wide variety of


                                       29

<PAGE>

industries, including information and technology, medical equipment,
biotechnology, communications, retailing and outsourcing. He was a founding
investor in Ribi Immunochem, one of the earliest biotechnology companies to go
public and one of the first to focus on cancer vaccines. He participated in the
early round financing of Amcell Cellular Communication, which was sold to
Comcast. He was a founding investor of NMR of America, the first MRI center
business to go public and was also a founding Shareholder and Director of Office
Depot, the first office warehouse to go public.

     THOMAS J. LIVELLI has been a Director since June 1998. He has been our
President and Chief Executive Officer since March 21, 2006 and the President and
Chief Executive Officer of CMT since May 1997. He was also President of CMT's
predecessor company from 1987 until May 1997. From January 1986 until July 1997,
Mr. Livelli was a laboratory manager at the Howard Hughes Medical Institute at
Columbia University. Prior to 1986, Mr. Livelli worked at Merck Research
Laboratories and Cistron Biotechnology, directing their respective gene
expression programs. While at Cistron, Mr. Livelli was a visiting scholar at
Columbia University. Mr. Livelli maintains a part-time faculty appointment at
Columbia University College of Physicians & Surgeons in the Department of
Neurobiology and Behavior.

     G. SCOTT SEGLER has served as Chief Financial Officer since January 1, 2006
and as our Vice President, Finance from September 19, 2005 through January 1,
2006. Mr. Segler, a licensed Certified Public Accountant, graduated from The
University of Georgia School of Law in May 2004. Prior to beginning law school
in August 2001, he served as the Vice President Finance, Controller of Capricorn
Records, LLC from February 1998 through April 2001. Previously, he worked with
Sony Music Entertainment Inc. and Price Waterhouse in New York, New York and
London, England.

     FREDERICK R. ADLER has been a Director since May 1996. Mr. Adler is
Managing Director of Adler & Company, a venture capital management firm he
organized in 1968, and a general partner of its related investment funds. He is
also a director of SIT Investments, Inc., an investment management firm located
in Minneapolis, Minnesota and from 1977 to 1995 was a Trustee and member of the
Finance Committee of Teachers Insurance and Annuity Association. Mr. Adler is a
retired partner of the law firm of Fulbright & Jaworski L.L.P. and was
previously a senior partner in the firm and of counsel to the firm. From 1982 to
1996 he was a director of Life Technologies, Inc., a significant supplier in the
biotechnology area, serving at various times until January 1, 1988 as either its
Chairman or its Chief Executive Officer and after 1988 as Chairman of its
Executive Committee. He has been a founding investor and a director of a number
of biotechnology firms including Biotechnology General (now Savient) and
Synaptic. Mr. Adler is a graduate of Brooklyn College and graduated Magna Cum
Laude from The Harvard Law School.

     GERALD GREENWALD has been a Director since June 2001. Mr. Greenwald founded
Greenbriar Equity Group with Joel Beckman and Reginald Jones. Greenbriar Equity
Group has formed a strategic alliance with Berkshire Partners to make private
equity investments in the global transportation sector. Mr. Greenwald is
presently Chairman Emeritus of United Airlines. From 1994 until his retirement
in July 1999, Mr. Greenwald was Chairman and Chief Executive Officer of United
Airlines. In his five years with United, he led the airline through its
beginnings as the world's largest majority employee-owned company, helped return
it to profitability and built its leadership position throughout the world. Mr.
Greenwald has also served as Managing Director of Dillon Read & Co., an
investment banking company, and as President of Olympia & York Developments,
Ltd., a real estate development company. His career started in the automobile
industry at Ford Motor Company, where he held several positions including
Controller, Director of Ford's operations in Europe and as President of Ford of
Venezuela. Mr. Greenwald later was employed by Chrysler Corporation, where he
held various positions, including Corporate Controller and Chief Financial
Officer, before being promoted to Vice Chairman, where he shared full
responsibility with the Chief Executive Officer for the operations of the
company. Mr. Greenwald graduated cum laude from Princeton University's Woodrow
Wilson School and received a masters degree in economics from Wayne State
University. He is the author of the business book, Lessons from the Heart of
American Business, Publisher, Warner Books. Mr. Greenwald is a member of the
Board of Directors of Aetna, Inc. and Calpine Corporation.

     JOEL M. PEARLBERG has been a Director since February 2001. Mr. Pearlberg is
General Partner of Steinhardt Partners, L.P., a private hedge fund he joined in
January 1991. Mr. Pearlberg graduated from New York University with a B.S. in
Accounting and is a Certified Public Accountant. In 1962, he joined the public
accounting firm of Harry Goodkin & Co. where he rose to the position of Managing
Partner. In April 1983, he started the firm of J.M. Pearlberg & Company, a
public accounting firm specializing in investment partnerships, security
taxation and tax planning for high net worth individuals. In April 1989, he
joined HPB Associates, L.P., a private investment partnership as Controller.


                                       30

<PAGE>

     ARNOLD B. POLLARD, PH.D., is the Chief Executive Officer of CE Group, the
publisher of Chief Executive Magazine. Dr. Pollard has been a management
consultant who has advised CEOs on strategic management and organizational
analysis for over thirty years. Dr. Pollard was also a founding member of the
Strategic Decision Analysis Group of SRI, and opened its New York consulting
practice. He was chairman/CEO of Biopool International as well as President and
CEO of Institutional Data Services, and also served as adjunct professor at the
Columbia Graduate School of Business. Dr. Pollard also serves on the Board of
Directors of Delta Financial Corp. (AMEX: DFC) and Sonic Foundry, Inc. (NASDAQ:
SOFO). Dr. Pollard also sits on the boards of several nonprofit organizations,
including the Committee for Economic Development & the INSEAD Management
Education Foundation. Dr. Pollard holds a Ph.D. in Engineering Economic Systems
from Stanford as well as a B.S. in Engineering Physics from Cornell, and is
author of the forthcoming "CEO Stories: Tales from the Top", to be published
next year.

     SAMUEL A. ROZZI has been a Director since January 1997. He previously
served as a Director from 1991 until June 1996. Mr. Rozzi has been the President
of Corporate National Realty, Inc., a corporate real estate brokerage and
services firm that he founded, since September 1988.

     BRUCE SLOVIN has been a Director since September 2003. Mr. Slovin has
served as President of 1 Eleven Associates, LLC, a private investment firm since
January 2000. From 1985 until December 2000, Mr. Slovin was the President and a
director of MacAndrews & Forbes Holdings Inc. and Revlon Group, Inc., privately
held industrial holding companies. Mr. Slovin is a director of M&F Worldwide
Corp. (NYSE: MFW), a manufacturer of licorice extract and flavorings, and Cantel
Medical Corp. (NYSE: CMN), a medical device company.

     KEVIN J. LEE, PH.D., has served as Vice President - Research for Sentigen
Biosciences since March 2000. Since 1985, Dr. Lee has been using molecular
genetic techniques to study neurobiology in the fruit fly Drosophila
melanogaster and the mouse at various universities including the University of
California and the Massachusetts Institute of Technology. When working with Drs.
Lily and Yuh Nung Jan at the University of California at San Francisco, he was
involved in the cloning of the Shaker potassium channel gene. Dr. Lee was also a
pioneer in the development of enhancer trapping, a technique that has had a
profound impact on gene discovery and analysis in Drosophila. In subsequent work
with Dr. Hermann Steller at MIT, he used these techniques to analyze the
development of the visual system in the fruit fly. Dr. Lee is a graduate of the
University of Michigan and MIT. Dr. Lee was a postdoctoral fellow and an
Associate Research Scientist in the Center for Neurobiology and Behavior at
Columbia University where he worked with Dr. Thomas Jessell. Dr. Lee was a
National Science Foundation fellow at MIT and a Life Sciences Foundation Fellow
of the Howard Hughes Medical Institute at Columbia University.

     Directors are elected annually by the stockholders. Officers are elected
annually by the Board of Directors and serve at the discretion of the Board of
Directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires that our
officers and directors, and persons who beneficially own more than 10 percent of
a registered class of our equity securities, file certain reports of ownership
and changes in ownership with the Securities and Exchange Commission. Officers,
directors, and greater than 10 percent beneficial stockholders are required by
SEC regulation to furnish us with copies of all Section 16(a) forms they file.

     Based solely on a review of the copies of such forms received by us, or
representations obtained from certain reporting persons, we believe that during
the year ended December 31, 2005 all filing requirements applicable to our
officers, directors, and greater than 10 percent beneficial stockholders were
complied with.

AUDIT COMMITTEE

     The members of our audit committee are Frederick R. Adler, Joel M.
Pearlberg and Bruce Slovin. The Board has determined that Mr. Pearlberg
satisfies the definition of "audit committee financial expert" as set forth in
Item 401(h) of Regulation S-K. All members of the audit committee are
"independent" as that term is defined in applicable SEC rules and NASDAQ listing
standards.


                                       31

<PAGE>

CODE OF ETHICS AND BUSINESS CONDUCT

     Our Code of Ethics and Business Conduct is available free of charge on our
website at www.sentigen.com. Our Code of Ethics and Business Conduct applies to
all directors, officers (including senior financial officers) and employees.
Amendments to or waivers of the Code of Ethics and Business Conduct granted to a
director or executive officer will be posted on our website.

ITEM 11. EXECUTIVE COMPENSATION

     The following table sets forth all cash and non-cash compensation for the
fiscal years ended December 31, 2005, 2004 and 2003 awarded by us to our Chief
Executive Officer and President at December 31, 2005 and each other person
serving as an executive officer at December 31, 2005 (including the chief
executive officer of one of our subsidiaries).

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                  LONG TERM
                                                                 COMPENSATION
                                                               ---------------
                                                                  SECURITIES           ALL
                                                                  UNDERLYING          OTHER
NAME AND PRINCIPAL POSITION   YEAR    SALARY       BONUS       OPTIONS/SARS(#)   COMPENSATION($)
---------------------------   ----   --------     -------      ---------------   ---------------
<S>                           <C>    <C>          <C>          <C>               <C>
Joseph K. Pagano              2005   $248,336(2)       --         66,000(3)         $16,875(4)
   Chairman of the Board,     2004    218,750          --             --             17,875(4)
   Former Chief Executive     2003    175,000          --             --             17,875(3)
   Officer and President(1)

Thomas J. Livelli             2005   $200,000     $20,000(6)          --            $ 6,000(7)
   Chief Executive Officer    2004    181,477      20,000(6)          --              6,000(7)
   and President; and Chief   2003    168,771      40,000(6)          --              6,000(7)
   Executive Officer and
   President of CMT(5)

Ronald C. Newbold             2005   $205,000(9)  $50,000(10)     50,000(11)        $ 6,000(7)
   Former Executive Vice      2004         --          --             --                 --
   President of               2003         --          --             --                 --
   Commercial Operations(8)

Fredrick B. Rolff             2005   $150,000     $18,000(13)         --            $ 6,000(7)
   Former Chief               2004    137,167       7,500(13)         --              6,000(7)
   Financial Officer(12)      2003    123,164       7,845(14)         --              6,000(7)
</TABLE>

(1)  On March 21, 2006, Mr. Pagano resigned as our Chief Executive Officer and
     President. He continues to serve as Chairman of our Board of Directors.

(2)  Mr. Pagano's annual salary was increased effective as of September 1, 2005
     to $295,000 and was reduced to $150,000 effective March 1, 2006 in
     connection with his resignation as President and Chief Executive Officer of
     the Company.

(3)  On September 12, 2005, Mr. Pagano was granted an option to purchase 66,000
     shares at an exercise price equal to the fair market value on the grant
     date which was $4.50. This option immediately vests and has a term of the
     longer of his serving as either an officer or a director of the Company and
     for six years thereafter.

(4)  Mr. Pagano received a $500 per month car allowance for the years ended
     December 31, 2004 and 2003. During 2005, Mr. Pagano received a $500 per
     month car allowance through October 31. In December 2002, we purchased two
     term insurance policies on the life of Joseph K. Pagano. We were the
     beneficiary under


                                       32

<PAGE>

     one of the policies in the amount of $5 million. Mr. Pagano's son was the
     beneficiary under the other policy in the amount of $5 million. The annual
     premium on the policy for the benefit of Mr. Pagano's son was $11,875 for
     the years ended December 31, 2005, 2004 and 2003. These policies were
     cancelled by us in December 2005.

(5)  Mr. Livelli became President and Chief Executive Officer of the Company on
     March 21, 2006. He continues to serve as President and Chief Executive
     Officer of CMT.

(6)  Reflects Mr. Livelli's minimum guaranteed annual bonus per his employment
     agreement. For the year ended December 31, 2003, Mr. Livelli received a
     bonus of $30,000 pursuant to his employment agreement with CMT. In
     addition, on July 29, 2003, Mr. Livelli's employment agreement was amended
     to provide for a one-time bonus of $10,000 in addition to any bonus earned
     by him in 2003.

(7)  Reflects a $500 per month car allowance.

(8)  Dr. Newbold resigned as Executive Vice President of Commercial Operations
     effective as of January 11, 2006.

(9)  Dr. Newbold received a $205,000 annual salary pursuant to his employment
     agreement dated January 3, 2005. Pursuant to his separation agreement with
     us, Dr. Newbold shall receive his annual salary and any other benefits he
     is receiving for six months following January 11, 2006.

(10) Dr. Newbold received a $25,000 bonus upon executing his employment
     agreement with us on January 3, 2005. In addition, the employment agreement
     also provided Dr. Newbold a $25,000 bonus for the year ended December 31,
     2005.

(11) Pursuant to his employment agreement dated January 3, 2005, Dr. Newbold was
     awarded an option to purchase 50,000 shares of our common stock pursuant to
     our 2000 Performance Equity Plan at an exercise price equal to $7.00 per
     share. The options were to vest in equal annual installments over a
     four-year period, with the first vesting on January 3, 2006. According to
     the terms of Dr. Newbold's separation agreement on January 11, 2006,
     options to purchase 25,000 shares are currently vested and options to
     purchase 25,000 were terminated effective as of his termination date.

(12) Mr. Rolff resigned as the Company's Chief Financial Officer effective as of
     December 31, 2005.

(13) Reflects Mr. Rolff's bonus for the year ended December 31, 2005.

(14) The employees of CMT and Mr. Rolff were paid a bonus based on 5% of the
     respective individual's annual salary rate for the year ended December 31,
     2004. During the year ended December 31, 2003 such bonus was paid at the
     rate of 6% of the respective individual's annual salary rate.

EMPLOYMENT AGREEMENTS

     Joseph K. Pagano. On March 21, 2006, we entered into an amended and
restated employment agreement with Mr. Pagano pursuant to which he continues to
serve as Chairman of the Board of Directors and an employee of the Company and
resigns from his position as President and Chief Executive Officer of the
Company. The amended and restated employment agreement has a one year term and
automatically renews thereafter unless notice is given by one of the parties.
The amended and restated employment agreement provides for annual base
compensation of $150,000 effective as of March 1, 2006. The amended and restated
employment agreement provides that if Mr. Pagano is terminated without "cause"
(as defined therein) or if Mr. Pagano resigns for good reason (as defined
therein) he shall be entitled to receive his full salary and other compensation
through the last day of the current term of his amended and restated employment
agreement.

     Thomas Livelli. On March 21, 2006, the Company and CMT entered into an
amended and restated employment agreement with Mr. Livelli to serve as our Chief
Executive Officer and President and the Chief Executive Officer and President of
CMT until the earlier of May 22, 2009 or the two-year anniversary of a "change
in control" (as such term is defined in his employment agreement). The amended
and restated employment agreement provides for an annual base compensation of
$200,000, with automatic cost of living adjustments on each one-year anniversary
of the employment agreement. Mr. Livelli is also entitled to participate in the
Company's bonus plan, which is based on the Company's cash earnings and
allocated each year by the Board of Directors. Mr. Livelli's amended and
restated employment agreement provides that his bonus shall be at least $20,000
for each full fiscal year of


                                       33

<PAGE>

employment; provided, however that in connection with the execution of the
amended and restated employment agreement he shall receive a one-time bonus of
$30,000. If such minimum $20,000 bonus payment exceeds Mr. Livelli's allocated
bonus under the plan, the excess shall be credited against any future allocated
bonuses in excess of $20,000. The amended and restated employment agreement
provides that if Mr. Livelli is terminated without "cause" or resigns for "good
reason" (as such terms are defined therein) he shall be entitled to receive a
lump sum payment equal to his base salary through the six month anniversary of
the termination notice and the Company shall continue to pay for his insurance
coverage for one year unless he becomes eligible for a similar program earlier.
The amended and restated employment agreement provides for Mr. Livelli's
employment on a full-time basis and contains a provision that the employee will
not compete with us during the term of the employment agreement and for a period
of two years thereafter upon termination of his employment for any reason other
than "good reason" or without "cause" in which case Mr. Livelli will not compete
with us for a period of twelve months following the termination of his
employment.

     Ronald C. Newbold. On January 3, 2005, we entered into an employment
agreement with Ronald C. Newbold, Ph.D. pursuant to which the Company employed
Dr. Newbold as its Executive Vice President of Commercial Operations. The
employment agreement had an initial term of two years. The employment agreement
provided for an annual salary at the rate of $205,000. The employment agreement
also provided for a $500 per month car allowance. Upon execution of the
agreement, Dr. Newbold received a bonus of $25,000. The employment agreement
contemplated the development of a bonus plan providing for the payment of an
annual bonus to Dr. Newbold upon achievement of certain operational and
financial milestones. The bonus paid at the end of 2005 was $25,000. Pursuant to
the employment agreement, Dr. Newbold was also awarded an option to purchase
50,000 shares of our common stock pursuant to our 2000 Performance Equity Plan
at an exercise price equal to $7.00 per share. The options were to have vested
in equal annual installments over a four-year period. On December 12, 2005, we
notified Dr. Newbold, pursuant to Section 11(d) of his employment agreement, of
the termination of his employment with the Company, without cause, effective as
of January 11, 2006 (the "Termination Date"). On December 16, 2005, the Company
entered into a Letter Agreement with Dr. Newbold (the "Letter Agreement") which
provided for the settlement of any compensation and benefits to which Dr.
Newbold was entitled under his employment agreement which was terminated as of
the Termination Date. Under the terms of the Letter Agreement, (i) Dr. Newbold
receives his salary, bonus and any other benefits he is receiving on the
Termination Date for six months following the Termination Date, (ii) effective
as of the Termination Date, Dr. Newbold shall immediately vest in all options
scheduled to vest for the twelve months following the Termination Date and (iii)
Dr. Newbold released the Company from any obligations and liabilities of any
type whatsoever, except for the obligations set forth in (i) and (ii) above.

     Fredrick B. Rolff. On December 30, 2005 we entered into a Letter Agreement
with Mr. Rolff which provides for the resignation from his position as the Chief
Financial Officer of the Company and its subsidiaries effective as of December
31, 2005 and for the termination of his employment with the Company effective as
of March 31, 2006. In addition, under the terms of the Letter Agreement, (i) Mr.
Rolff shall continue to receive his salary and any other benefits he is
receiving through the Termination Date, (ii) Mr. Rolff shall receive an $18,000
bonus for the year ended December 31, 2005, (iii) Mr. Rolff's options, all of
which are currently vested, shall remain exercisable for 60 days following the
Termination Date pursuant to the terms of his Stock Option Agreement, dated
December 20, 2000, with the Company and (iv) Mr. Rolff released the Company from
any obligations and liabilities of any type whatsoever, except for the
obligations set forth in (i), (ii) and (iii) above.

     G. Scott Segler. On March 21, 2006, we entered into an employment agreement
with G. Scott Segler pursuant to which we will continue to employ Mr. Segler as
its Chief Financial Officer. The agreement has an initial term of one year. The
agreement provides for an annual salary at the rate of $175,000, which will be
reviewed annually. The employment agreement provides that if Mr. Segler is
terminated without "cause" or resigns for "good reason" (as such terms are
defined therein) he shall be entitled to receive his full salary and other
compensation through the last day of the term of his employment agreement. In
the event of a "change of control" (as defined therein) of the Company, Mr.
Segler shall continue to receive salary and benefits for a period of 12 months
as severance, provided that at the request of the Company Mr. Segler continue to
remain an employee of the Company for a period of three months after a change of
control. The employment agreement provides for Mr. Segler's employment on a
full-time basis and contains a provision that the employee will not compete with
us during the term of the employment agreement and for a period of twelve months
thereafter upon termination of his employment for any reason other than "good
reason" or without "cause" in which case Mr. Segler will not compete with us for
a period of six months following the termination of his employment.


                                       34
<PAGE>

DIRECTOR COMPENSATION

     Directors do not receive cash compensation for serving on the Board of
Directors or for attending Board or Committee meetings. We reimburse directors
for reasonable out-of-pocket expenses incurred in connection with attending
board and committee meetings. Non-employee directors are eligible to be granted
non-incentive stock options under our 2000 Performance Equity Plan.
Non-incentive stock options issued to directors generally vest within one year
and have a term of ten years from the date of grant. The exercise price is
generally determined to be the quoted market price of our common stock on the
date of grant. During the year ended December 31, 2005 we granted stock options
to non-employee directors as follows:

<TABLE>
<CAPTION>
                          NUMBER OF
                         SECURITIES
                     UNDERLYING OPTIONS                        EXERCISE PRICE
       NAME              GRANTED(#)             VESTING         PER SHARE($)    GRANT DATE   EXPIRATION DATE
       ----          ------------------   ------------------   --------------   ----------   ---------------
<S>                  <C>                  <C>                  <C>              <C>          <C>
Frederick R. Adler         10,000          100% on 9/12/2005       $4.50         9/12/2005      9/12/2015
Samuel A. Rozzi            10,000          100% on 9/12/2005       $4.50         9/12/2005      9/12/2015
Joel M. Pearlberg          10,000          100% on 9/12/2005       $4.50         9/12/2005      9/12/2015
Bruce Slovin               10,000          100% on 9/12/2005       $4.50         9/12/2005      9/12/2015
Gerald Greenwald           10,000          100% on 9/12/2005       $4.50         9/12/2005      9/12/2015
Arnold B. Pollard          20,000         100% on 10/19/2005       $6.06        10/19/2005     10/19/2015
</TABLE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The compensation committee is comprised of Frederick R. Adler and Joel M.
Pearlberg. No member of our Compensation Committee has been an employee of ours.
None of our executive officers serves as a member of the board of directors or
the compensation committee of any other entity that has one or more executive
officers serving as a member of our Board of Directors or Compensation
Committee.

OPTION GRANTS

     During the year ended December 31, 2005 we granted stock options to the
following persons identified in the Summary Compensation Table.

<TABLE>
<CAPTION>
                            NUMBER OF
                           SECURITIES
                       UNDERLYING OPTIONS                          EXERCISE PRICE
        NAME               GRANTED(#)              VESTING          PER SHARE($)    GRANT DATE   EXPIRATION DATE
        ----           ------------------   --------------------   --------------   ----------   ---------------
<S>                    <C>                  <C>                    <C>              <C>          <C>
Joseph K. Pagano(1)          66,000         100% on 9/12/2005           $4.50        9/12/2005     See Note(2)
Thomas Livelli(3)                --                  --                    --               --              --
Ronald C. Newbold(4)         50,000         25% per year with           $7.00         1/3/2005     1/3/2015(5)
                                            the first vesting on
                                            January 3, 2006(5)
Fredrick B. Rolff(6)             --                  --                    --               --              --
</TABLE>

(1)  On March 21, 2006, Mr. Pagano resigned as our Chief Executive Officer and
     President. He continues to serve as Chairman of our Board of Directors.

(2)  The option awarded to Mr. Pagano on September 12, 2005 expires six years
     after the date Mr. Pagano ceases to be either an officer or director of the
     Company.


                                       35

<PAGE>

(3)  Mr. Livelli became President and Chief Executive Officer of the Company on
     March 21, 2006. He continues to serve as President and Chief Executive
     Officer of CMT.

(4)  Dr. Newbold resigned as Executive Vice President of Commercial Operations
     effective as of January 11, 2006.

(5)  Effective as of January 11, 2006, all of Dr. Newbold's options scheduled to
     vest for the twelve months following January 11, 2006 automatically became
     fully vested. As of January 11, 2006, this option was fully vested as to
     25,000 shares and the remaining options to purchase 25,000 shares were
     terminated in connection with his resignation.

(6)  Mr. Rolff resigned as the Company's Chief Financial Officer effective as of
     December 31, 2005.

     The following table sets forth the fiscal year end option values of
outstanding options at December 31, 2005 and the dollar value of unexercised,
in-the-money options for the executive officers identified in the Summary
Compensation table. None of the persons named in the Summary Compensation Table
exercised any stock options during the year ended December 31, 2005.

                     AGGREGATE FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
                        NUMBER OF SECURITIES UNDERLYING    DOLLAR VALUE OF UNEXERCISED
                            UNEXERCISED OPTIONS AT          IN-THE- MONEY OPTIONS AT
                              DECEMBER 31, 2005:              DECEMBER 31, 2005(1):
                       ---------------------------------   ---------------------------
        NAME           EXERCISABLE(#)   UNEXERCISABLE(#)   EXERCISABLE   UNEXERCISABLE
        ----           --------------   ----------------   -----------   -------------
<S>                    <C>              <C>                <C>           <C>
Joseph K. Pagano(2)        417,000              --           $602,175         $--
Thomas Livelli(3)           20,000           5,000           $     --         $--
Ronald Newbold(4)               --          50,000(5)        $     --         $--
Fredrick B. Rolff(6)        50,000              --           $     --         $--
</TABLE>

(1)  These values are based on the difference between the closing sale price of
     our common stock on December 31, 2005 of $4.40 and the exercise prices of
     the options, multiplied by the number of shares of common stock subject to
     the options.

(2)  On March 21, 2006, Mr. Pagano resigned as our Chief Executive Officer and
     President. He continues to serve as Chairman of our Board of Directors.

(3)  Mr. Livelli became President and Chief Executive Officer of the Company on
     March 21, 2006. He continues to serve as President and Chief Executive
     Officer of CMT.

(4)  Dr. Newbold resigned as Executive Vice President of Commercial Operations
     effective as of January 11, 2006.

(5)  Effective as of January 11, 2006, all of Dr. Newbold's options scheduled to
     vest for the twelve months following January 11, 2006 automatically became
     fully vested. As of January 11, 2006, this option was fully vested as to
     25,000 shares and the remaining options to purchase 25,000 shares were
     terminated in connection with his resignation.

(6)  Mr. Rolff resigned as the Company's Chief Financial Officer effective as of
     December 31, 2005.

EQUITY COMPENSATION PLANS

     We have two equity compensation plans: the 1990 Stock Option Plan and the
2000 Performance Equity Plan. We no longer grant options to purchase common
stock under the 1990 Stock Option Plan. The 2000 Performance Equity Plan
provides for the award of options to purchase common stock, stock appreciation
rights, restricted stock, deferred stock, stock-reload options and other
stock-based awards covering up to 2,000,000 shares of our common stock.

     The 2000 Performance Equity Plan is administered by our Board of Directors
or a committee thereof. Subject to the provisions of the plan, the Board of
Directors (or a committee thereof) has the authority to determine the
individuals to whom awards are to be made, the number of shares of our common
stock to be covered by each award,


                                       36

<PAGE>

the type of award, the exercise or contract price, the vesting period and life
of the award, restrictions, if any, on the exercise of the award, the terms for
the payment of the exercise or contract price and other terms and conditions.
The 2000 Performance Equity Plan provides for awards to employees, directors,
consultants, agents and other persons that are deemed to be valuable to us or
our subsidiaries. The 2000 Performance Equity Plan prohibits the issuance of any
award covering more than 200,000 shares of common stock to any one person in any
one calendar year.

     Since the inception of the 2000 Performance Equity Plan only options to
purchase common stock have been awarded under the Plan. The 2000 Performance
Equity Plan permits the award of both incentive stock options, as defined in
Section 422 of the Internal Revenue Code, and stock options that do not conform
to the requirements of that Code section ("non-incentive stock options"). The
exercise price of each incentive and non-incentive stock option may not be less
than 100% of the quoted market price of our common stock on the date of the
grant. In the case of a grant of an incentive stock option to an employee who
owns 10% or more of our outstanding stock, the exercise price may not be less
than 110% of the quoted market price of our common stock on the date of the
grant.

     At December 31, 2005, options to purchase an aggregate of 217,920 and
976,632 shares of our common stock were outstanding under the 1990 plan and 2000
plan, respectively.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information as of March 30, 2006
with respect to the common stock ownership of (i) each person known by us to
beneficially own more than 5% of our voting securities; (ii) each of our
directors; (iii) each executive officer and former executive officer named in
the Summary Compensation Table above; and (iv) all of our directors and
executive officers as a group.

<TABLE>
<CAPTION>
              NAME AND ADDRESS OF                      AMOUNT AND NATURE          PERCENT OF CLASS
              BENEFICIAL OWNER(1)                 OF BENEFICIAL OWNERSHIP(2)   OF VOTING SECURITIES(2)
              -------------------                 --------------------------   -----------------------
<S>                                               <C>                          <C>
Joseph K. Pagano(3)                                     1,576,450(4)                    20.0%
Frederick R. Adler                                        663,573(5)                     8.9%
Samuel A. Rozzi                                           582,525(6)                     7.8%
Thomas Livelli(7)                                         144,380(8)                     1.9%
Joel M. Pearlberg                                          85,000(9)                     1.1%
Bruce Slovin                                               85,000(10)                    1.1%
Gerald Greenwald                                           40,000(11)                       *
Arnold B. Pollard                                          20,000(12)                       *
Ronald C. Newbold(13)                                      25,000(14)
Fredrick B. Rolff(15)                                      51,000(16)                       *
D.H. Blair Investment Banking Corp.                     1,134,859(17)                   15.2%
All directors and executive officers as a group
   (nine persons)                                       3,196,928(18)                   39.5%
</TABLE>

*    Less than 1% of the outstanding common stock

(1)  The address of each beneficial owner is c/o Sentigen Holding Corp., 445
     Marshall Street, Phillipsburg, NJ 08865.

(2)  Beneficial ownership is determined in accordance with the rules of the
     Securities and Exchange Commission, which generally attributes beneficial
     ownership of securities to persons who possess sole or shared voting power
     and/or investment power with respect to those securities. Shares of common
     stock issuable pursuant to options, to the extent such options are
     exercisable or convertible within 60 days of March 30, 2006, are treated as
     outstanding for purposes of computing the percentage of the person holding
     such securities but are not treated as outstanding for purposes of
     computing the percentage of any other person. On March 30, 2006, the
     Company


                                       37

<PAGE>

     had 7,477,542 issued and outstanding shares of common stock.

(3)  On March 21, 2006, Mr. Pagano resigned as our Chief Executive Officer and
     President. He continues to serve as the Chairman of our Board of Directors.

(4)  Includes (i) 25,000 shares of common stock held of record by the Joseph K.
     Pagano, Jr. Trust established for Mr. Pagano's son, and (ii) options to
     purchase 417,000 shares of common stock which are currently exercisable.
     Mr. Pagano disclaims beneficial ownership of all shares other than those
     held in his name.

(5)  Includes options to purchase 10,000 shares which are currently exercisable.
     Does not include 1,124,859 shares of common stock over which Mr. Adler is
     trustee pursuant to a voting trust among us, D.H. Blair Investment Banking
     Corp. and Mr. Adler. The voting trust agreement provides that Mr. Adler
     will vote those shares in the same manner as the public, on a proportionate
     basis, excluding the votes of our officers, directors and greater than
     ten-percent stockholders. However, with respect to a vote or consent in
     connection with either a "Rule 13e-3 Transaction" (as defined in Rule 13e-3
     promulgated under Securities Exchange Act of 1934) or a transaction in
     which stockholders are afforded appraisal rights under Section 262 of the
     Delaware General Corporation Law, Mr. Adler will vote these shares as
     directed by D. H. Blair, or by the actual holders of the shares. Mr. Adler
     disclaims beneficial ownership of all shares other than those held in his
     name except with respect to his pecuniary interest therein.

(6)  Includes options to purchase 10,000 shares which are currently exercisable.
     Includes 150,000 shares held by Scarsdale Limited Partnership, of which Mr.
     Rozzi is general partner. Mr. Rozzi's daughter and The Samuel A. Rozzi
     Grantor Retained Annuity Trust, of which Mr. Rozzi's daughter is trustee
     are the sole limited partners of Scarsdale Limited Partnership. Mr. Rozzi
     disclaims beneficial ownership of all shares other than those held in his
     name except to the extent of his pecuniary interest therein.

(7)  Mr. Livelli became President and Chief Executive Officer of the Company on
     March 21, 2006. He continues to serve as President and Chief Executive
     Officer of CMT.

(8)  Includes options to purchase 25,000 shares of common stock which are
     currently exercisable.

(9)  Includes options to purchase 50,000 shares of common stock which are
     currently exercisable.

(10) Includes options to purchase 50,000 shares of common stock which are
     currently exercisable.

(11) Consists of options to purchase 40,000 shares of common stock which are
     currently exercisable.

(12) Consists of options to purchase 20,000 shares of common stock which are
     currently exercisable.

(13) Dr. Newbold resigned as Executive Vice President of Commercial Operations
     effective as of January 11, 2006.

(14) Consists of options to purchase 25,000 shares of common stock which are
     currently exercisable.

(15) Mr. Rolff resigned as our Chief Financial Officer effective as of December
     31, 2005.

(16) Includes options to purchase 50,000 shares of common stock which are
     currently exercisable.

(17) J. Morton Davis is the sole stockholder of D.H. Blair Investment Banking
     Corp. The amount reported includes 10,000 shares owned by Mr. Davis' wife
     of which Mr. Davis disclaims beneficial ownership. The information with
     respect to D.H. Blair Investment Banking Corp. and J. Morton Davis is based
     upon the Schedule 13G/A, dated May 23, 2001, filed by such persons with the
     Securities and Exchange Commission. All the shares beneficially owned by
     D.H. Blair Investment Banking Corp. have been placed in trust, pursuant to
     the trust agreement described in footnote 4. The voting trust agreement
     does not limit D. H. Blair's ability to make public sales of the shares in
     the open market pursuant to an effective registration statement under the
     Securities Act of 1933 or pursuant to Rule 144 thereunder or to make
     private sales of the shares pursuant to Section 4(1) of the Securities Act
     of 1933, provided, however, that shares sold in private sales will continue
     to be subject to the voting trust agreement until certain conditions are
     met. In addition, D.H. Blair agreed that, during the term of the voting
     trust agreement, it will not acquire additional shares of our common stock
     or other securities convertible into our common stock. Mr. Adler disclaims
     beneficial ownership of all shares other than those held


                                       38

<PAGE>

     in his name except with respect to his pecuniary interest therein.

(18) Includes options to purchase 622,000 shares of common stock which are
     currently exercisable. Excludes options to purchase 50,000 shares of common
     stock which are not exercisable within 60 days of March 30, 2006. Does not
     include options to purchase 50,000 shares of common stock which are
     currently exercisable by Mr. Rolff, our former Chief Financial Officer or
     25,000 shares of common stock which are currently exercisable by Dr.
     Newbold, our former Executive Vice President of Commercial Operations.

EQUITY COMPENSATION PLAN INFORMATION

     The following table sets forth certain information at December 31, 2005
with respect to our equity compensation plans which have been approved by our
stockholders that provide for the issuance of options, warrants or other rights
to purchase our securities. We do not have any equity compensation plans that
were not approved by its stockholders.

<TABLE>
<CAPTION>
                                                                                                       NUMBER OF SECURITIES
                                                                                                      REMAINING AVAILABLE FOR
                                        NUMBER OF SECURITIES                                           FUTURE ISSUANCE UNDER
                                     TO BE ISSUED UPON EXERCISE     WEIGHTED-AVERAGE EXERCISE        EQUITY COMPENSATION PLANS
                                       OF OUTSTANDING OPTIONS,    PRICE OF OUTSTANDING OPTIONS,        (EXCLUDING SECURITIES
           PLAN CATEGORY                 WARRANTS AND RIGHTS           WARRANTS AND RIGHTS        REFLECTED IN THE FIRST COLUMN)
           -------------             --------------------------   -----------------------------   ------------------------------
<S>                                  <C>                          <C>                             <C>
Equity compensation plans approved
by security holders                           1,194,552                       $5.25                          1,014,300

Equity compensation plans not
approved by security holders                         --                          --                                 --

Total                                         1,194,522                       $5.25                          1,014,300
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In December 2002, we purchased two term insurance policies on the life of
Joseph K. Pagano, our Chairman of the Board, and former Chief Executive Officer
and President. We were the beneficiary under one of the policies in the amount
of $5 million. Mr. Pagano's son was the beneficiary under the other policy in
the amount of $5 million. We made annual premium payments of $23,750 until
December 24, 2005, at which time the policies were cancelled.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Audit Fees

     The aggregate fees billed by Deloitte & Touche LLP for professional
services rendered for the audit of our annual financial statements for the
fiscal years ended December 31, 2005 and 2004 and for the reviews of the
financial statements included in our quarterly reports on Form 10-Q for those
fiscal years totaled approximately $105,000 and $78,000, respectively.

     Tax Fees

     Deloitte & Touche LLP prepares our federal and state income tax returns.
Fees billed for these services for the years ended December 31, 2005 and 2004
totaled approximately $32,500 and $32,500, respectively.

     Audit-Related and All Other Fees

     There were no other audit-related fees or other services rendered by our
principal accountant during the fiscal years ended December 31, 2005 and 2004.


                                       39
<PAGE>

     The Audit Committee pre-approves all audit and non-audit services provided
by our independent auditors prior to the engagement of the independent auditors
with respect to such services. The Audit Committee shall pre-approve any
additional audit services and permissible non-audit services. All "Audit Fees"
and "Tax Fees" set forth above were pre-approved by the Audit Committee in
accordance with its pre-approval policy.

                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1)  FINANCIAL STATEMENTS

     See Table of Contents to Consolidated Financial Statements on page F-1, the
Independent Registered Public Accounting Firm Report on page F-2 and the
Consolidated Financial Statements on pages F-3 to F-25, all of which are
incorporated herein by reference

(2)  FINANCIAL STATEMENT SCHEDULES

     The following consolidated financial statement schedule is filed as part of
this Report:

     Unaudited Quarterly Financial Data on pages F-24 and F-25

(3)  EXHIBITS

     The following exhibits are filed as part of this report and are
incorporated by reference (Exhibits Nos. 10.1, 10.9, 10.10, 10.11, 10.12, 10.13,
10.14, 10.15, 10.16, 10.17, 10.26, 10.27, and 10.28 are management contracts,
compensatory plans or arrangements):

<TABLE>
<CAPTION>
                                                                    INCORPORATED
EXHIBIT                                                             BY REFERENCE
 NUMBER                         DESCRIPTION                        FROM DOCUMENT   NO. IN DOCUMENT
-------                         -----------                        -------------   ---------------
<S>       <C>                                                      <C>             <C>
3.1       Certificate of Incorporation, as amended                       A         Exhibit 3.1

3.2       By-laws of the Company                                         A         Exhibit 3.2

9.1       Voting Trust Agreement, dated December 2001, by and            I         Exhibit 9.1
          between the Company, D.H. Blair Investment Banking
          Corporation and Frederick R. Adler.

10.1      1990 Stock Option Plan                                         A         Exhibit 10.1

10.2      Agreement and Plan of Merger, dated as of May 14,              B         Exhibit 2.1
          1996, by and among the Company, Prime Cellular
          Acquisition Corp., Bern Associates, Inc. and the
          stockholders of Bern

10.3      Registration Rights Agreement, dated June 10, 1996,            B         Exhibit 10.1
          between Registrant and the Bern Stockholders

10.4      Indemnification Agreement, dated June 10, 1996 between         B         Exhibit 10.3
          Registrant and the Bern Stockholders

10.5      Form of Amendment to Merger Agreement, dated June 11,          C         Exhibit 10.9
          1997

10.6      Form of Settlement Agreement, dated August 28, 1997            C         Exhibit 10.10
</TABLE>


                                       40

<PAGE>

<TABLE>
<CAPTION>
                                                                    INCORPORATED
EXHIBIT                                                             BY REFERENCE
 NUMBER                         DESCRIPTION                        FROM DOCUMENT   NO. IN DOCUMENT
-------                         -----------                        -------------   ---------------
<S>       <C>                                                      <C>             <C>
10.7      Agreement and Plan of Merger, dated as of May 29,              D         Exhibit 2
          1998, by and among the Company, CMT Acquisition Corp.,
          Cell & Molecular Technologies, Inc. and the
          stockholders of Cell & Molecular Technologies, Inc.

10.8      Mortgage dated February 6, 1997, with respect to               E         Exhibit 10.11
          premises  located at 580 Marshall Street,
          Phillipsburg, NJ 08865, assumed by the Company in
          connection with the CMT Merger

10.9      Amended and Restated Employment Agreement dated March          N         Exhibit 10.1
          21, 2006, between Joseph K. Pagano and the Company

10.10     Employment Agreement dated March 29, 2000, between             G         Exhibit 10.15
          Kevin Lee and Sentigen Biosciences, Inc.

10.11     Option Agreement dated March 29, 2000, between the             G         Exhibit 10.16
          Company and Kevin Lee

10.12     Amended and Restated Employment Agreement dated March          N         Exhibit 10.2
          21, 2006, between the Company, Cell & Molecular
          Technologies, Inc. and Thomas Livelli

10.13     Amendment to Stock Option Agreement, dated September           H         Exhibit 10.2
          4, 2003, between Joseph K. Pagano and the Company

10.14     Stock Option Agreement, dated April 30, 1999, between          H         Exhibit 10.3
          Joseph K. Pagano and the Company

10.15     Option Agreement, dated September 12, 2005, by and             N         Exhibit 10.1
          between the Company and Joseph K. Pagano

10.16     Employment Agreement dated March 21, 2006 by and               N         Exhibit 10.3
          between the Company and G. Scott Segler

10.17     2000 Performance Equity Plan, as amended                       I         Exhibit 10.21

10.18     High Throughput Screening Support Services Agreement           I         Exhibit 10.22
          dated January 19, 2004 by and between Cell and
          Molecular Technologies, Inc. and Merck & Co., Inc. *
</TABLE>


                                       41

<PAGE>

<TABLE>
<CAPTION>
                                                                    INCORPORATED
EXHIBIT                                                             BY REFERENCE
 NUMBER                         DESCRIPTION                        FROM DOCUMENT   NO. IN DOCUMENT
-------                         -----------                        -------------   ---------------
<S>       <C>                                                      <C>             <C>
10.19     Lease Agreement for approximately 11,000 square feet           I         Exhibit 10.23
          of laboratory and office/warehouse space at 445
          Marshall Street, Phillipsburg, New Jersey

10.20     Second Lease Amendment and Extension Agreement, dated          P         Exhibit 10.1
          July 13, 2005, between CMT and ZPF L.L.C.

10.21     CMT Equipment Loan, maturing May 2009                          I         Exhibit 10.25

10.22     Agreement between the Trustees of Columbia University          J         Exhibit 10.1
          and Sentigen Biosciences dated May 27, 2004.


10.23     Award/Contract between Sentigen Holding Corp. and              K         Exhibit 10.1
          Technical Support Working Group

10.24     Study Agreement between Cell & Molecular Technologies,         K         Exhibit 10.2
          Inc. and Merck & Co. Inc.

10.25     Promissory Note between Cell & Molecular Technologies,         K         Exhibit 10.4
          Inc. and PNC Bank

10.26     Letter Agreement, dated December 16, 2005, between the         Q         Exhibit 10.1
          Company and Ronald Newbold

10.27     Letter Agreement, dated December 30, 2005, between the         R         Exhibit 10.1
          Company and Fredrick B. Rolff

10.28     Form of Stock Option Agreement                                 L         Exhibit 10.2

10.29     Asset Purchase Agreement dated February 22, 2005 by            M         Exhibit 10.1
          and among Chemicon Specialty Media, Inc., Chemicon
          International, Inc. Serologicals Corporation, Sentigen
          Holding Corp. and Cell & Molecular Technologies, Inc.

10.30     Real Estate Purchase Agreement dated February 22, 2005         M         Exhibit 10.2
          by and between Chemicon Specialty Media, Inc.,
          Sentigen Holding Corp. and Cell & Molecular
          Technologies, Inc.

10.31     Escrow Agreement dated February 22, 2005 by and among          M         Exhibit 10.3
          Chemicon Specialty Media, Inc., Chemicon
          International, Inc. Serologicals Corporation, Sentigen
          Holding Corp., Cell & Molecular Technologies, Inc. and
          Sun Trust Bank, N.A.
</TABLE>


                                       42

<PAGE>

<TABLE>
<CAPTION>
                                                                    INCORPORATED
EXHIBIT                                                             BY REFERENCE
 NUMBER                         DESCRIPTION                        FROM DOCUMENT   NO. IN DOCUMENT
-------                         -----------                        -------------   ---------------
<S>       <C>                                                      <C>             <C>
10.32     Transition Services Agreement by and between Chemicon          M         Exhibit 10.4
          Specialty Media, Inc., Chemicon International, Inc.
          Serologicals Corporation, Sentigen Holding Corp. and
          Cell & Molecular Technologies, Inc.

10.33     Fourth Letter Amendment, dated January 12, 2006,               S         Exhibit 10.1
          between Cell & Molecular Technologies, Inc. and Merck
          & Co., Inc. to Fee for Service Agreement, dated June
          27, 2001

21        List of Subsidiaries                                           F         Exhibit 21

23.1      Consent of  Deloitte & Touche LLP                              *                *

31.1      Certification of Thomas Livelli, Chief Executive               *                *
          Officer and President, pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002.

31.2      Certification of G. Scott Segler, Chief Financial              *                *
          Officer, pursuant to Section 302 of the Sarbanes-Oxley
          Act of 2002.

32.1      Certification of Thomas Livelli, Chief Executive               *                *
          Officer and President, pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002, regarding the information
          contained in Sentigen Holding Corp.'s Annual Report on
          Form 10-K for the year ended December 31, 2005.

32.2      Certification of G. Scott Segler, Chief Financial              *                *
          Officer, pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002, regarding the information contained in
          Sentigen Holding Corp.'s Annual Report on Form 10-K
          for the year ended December 31, 2005.
</TABLE>

*    Filed herewith.

A.   Company's Registration Statement on Form S-18 (Registration No.
     3-35537-NY).

B.   Company's Report on Form 8-K filed on June 26, 1996.

C.   Company's Annual Report on Form 10-K for the fiscal year ended May 31,
     1997.

D.   Company's Report on Form 8-K filed on June 15, 1998.

E.   Company's Report on Form 10-K for the fiscal year ended December 31, 1998.

F.   Company's Report on Form 10-K for the fiscal year ended December 31, 1999.

G.   Company's Report on Form 10-Q for the quarter ended March 31, 2000.


                                       43

<PAGE>

H.   Company's Report on Form 10-Q for the quarter ended September 30, 2003.

I.   Company's Report on Form 10-K for the fiscal year ended December 31, 2003.

J.   Company's Report on Form 10-Q for the quarter ended June 30, 2004.

K.   Company's Report on Form 10-Q for the quarter ended September 30, 2004.

L.   Company's Report on Form 8-K filed on January 7, 2005.

M.   Company's Report on Form 8-K filed on February 28, 2005.

N.   Company's Report on Form 8-K filed on March 23, 2006.

O.   Company's Report on Form 8-K filed on September 16, 2005.

P.   Company's Report on Form 8-K filed on July 19, 2005.

Q.   Company's Report on Form 8-K filed on December 16, 2005.

R.   Company's Report on Form 8-K filed on January 5, 2006.

S.   Company's Report on Form 8-K filed on January 18, 2006.


                                       44
<PAGE>

                     SENTIGEN HOLDING CORP. AND SUBSIDIARIES
                        Consolidated Financial Statements
              For the years ended December 31, 2005, 2004 and 2003

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Report of Independent Registered Public Accounting Firm
   for the years ended December 31, 2005, 2004 and 2003                      F-2

Consolidated Financial Statements:

   Balance Sheets
      As of December 31, 2005 and 2004                                       F-3

   Statements of Operations
      For the Years ended December 31, 2005, 2004, 2003                      F-5

   Statements of Changes in Stockholders' Equity
      For the Years ended December 31, 2005, 2004, 2003                      F-7

   Statements of Cash Flows
      For the Years ended December 31, 2005, 2004, 2003                      F-8

Notes to Consolidated Financial Statements                                  F-10
</TABLE>

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Sentigen Holding Corp. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Sentigen Holding
Corp. and subsidiaries (the "Company") as of December 31, 2005 and 2004, and the
related consolidated statements of operations, changes in stockholders' equity,
and cash flows for each of the three years in the period ended December 31,
2005. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2005
and 2004, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2005, in conformity with
accounting principles generally accepted in the United States of America.

As discussed in Note 15, in 2005, the Company changed the presentation of its
consolidated statements of cash flows to present separate disclosure of the cash
flows from operating, investing, and financing activities of discontinued
operations and retroactively restated the statements of cash flows for the years
ended December 31, 2004 and 2003, for the change.


/s/ Deloitte & Touche LLP

Parsippany, New Jersey
March 30, 2006


                                       F-2

<PAGE>

                     SENTIGEN HOLDING CORP. AND SUBSIDIARIES
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                     December 31,   December 31,
                                                                         2005           2004
                                                                     ------------   ------------
<S>                                                                  <C>            <C>
Assets
   Current assets
      Cash and cash equivalents                                       $   106,622    $   347,560
      U.S. treasury notes, available for sale, at fair value           13,378,020      9,738,938
      Restricted cash in escrow from sale of assets                       257,691             --
      Accounts receivable - net of allowance for doubtful accounts
         of $45,000 for 2005 and $40,000 for 2004                         655,937        616,831
      Accrued interest receivable                                          95,025         39,844
      Prepaid expenses                                                     38,194        193,542
      Assets held for sale                                                     --      1,173,962
                                                                      -----------    -----------
                                                                       14,531,489     12,110,677
                                                                      -----------    -----------
   Property, plant and equipment                                        3,342,798      3,106,815
   Equipment under capital lease                                          197,777        197,777
   Less:  accumulated depreciation                                      2,785,528      2,365,326
                                                                      -----------    -----------
                                                                          755,047        939,266
                                                                      -----------    -----------
   Other assets
      Security deposits                                                    22,111         21,111
      Deferred financing costs - net of accumulated amortization
         of $3,326 for 2004                                                    --            174
      License costs - net of accumulated amortization of $149,029
         for 2005 and $123,110 for 2004                                   291,596        317,515
                                                                      -----------    -----------
                                                                          313,707        338,800
                                                                      -----------    -----------
Total assets                                                          $15,600,243    $13,388,743
                                                                      ===========    ===========
</TABLE>

          (Consolidated Balance Sheets are continued on the next page)
                 See notes to consolidated financial statements.


                                       F-3

<PAGE>

                     SENTIGEN HOLDING CORP. AND SUBSIDIARIES
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                             December 31,   December 31,
                                                                 2005           2004
                                                             ------------   ------------
<S>                                                          <C>            <C>
Liabilities and stockholders' equity
   Current liabilities
      Accounts payable and accrued expenses                   $ 1,313,147   $   948,257
      Accrued federal and state income taxes                      845,370        20,563
      Customer deposits                                           260,571       910,295
      Unearned revenue                                             45,995        14,045
      Liability under capital lease - current portion              28,531        58,331
      Current maturities of long-term debt                        191,383       122,367
      Liabilities held for sale                                        --       467,438
                                                              -----------   -----------
                                                                2,684,997     2,541,296
   Liability under capital lease - long-term                        6,920        35,451
   Long-term debt, less current maturities                        644,490       749,044
                                                              -----------   -----------
   Total liabilities                                            3,336,407     3,325,791
                                                              -----------   -----------
   Commitments and contingencies
   Stockholders' equity
      Preferred Stock - $.01 par value, 5,000,000 shares
         authorized - none issued or outstanding              $        --   $        --
      Common Stock - $.01 par value, 20,000,000 shares
         authorized, 7,477,542 and 7,470,692 shares issued
         and outstanding in 2005 and 2004, respectively            74,775        74,706
      Additional paid-in capital                               14,216,818    14,035,532
      Accumulated other comprehensive loss                       (203,192)       (3,843)
      Accumulated deficit                                      (1,824,565)   (4,043,443)
                                                              -----------   -----------
   Total stockholders' equity                                  12,263,836    10,062,952
                                                              -----------   -----------
Total liabilities and stockholders' equity                    $15,600,243   $13,388,743
                                                              ===========   ===========
</TABLE>

                 See notes to consolidated financial statements.


                                       F-4
<PAGE>

                     SENTIGEN HOLDING CORP. AND SUBSIDIARIES
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                               For the Years Ended
                                                                                   December 31,
                                                                     ---------------------------------------
                                                                         2005          2004          2003
                                                                     -----------   -----------   -----------
<S>                                                                  <C>           <C>           <C>
Revenue
   Cell & Molecular Technologies, Inc.                               $ 5,807,680   $ 6,126,840   $ 6,076,502
   Sentigen Biosciences                                                  864,099       188,213            --
                                                                     -----------   -----------   -----------
                                                                       6,671,779     6,315,053     6,076,502
Direct Costs
   Cell & Molecular Technologies, Inc.                                 2,309,636     2,166,413     1,869,769
   Sentigen Biosciences                                                  472,339       122,769            --
                                                                     -----------   -----------   -----------
                                                                       2,781,975     2,289,182     1,869,769
Income After Direct Costs
   Cell & Molecular Technologies, Inc.                                 3,498,044     3,960,427     4,206,733
   Sentigen Biosciences                                                  391,760        65,444            --
                                                                     -----------   -----------   -----------
                                                                       3,889,804     4,025,871     4,206,733
Operating Expenses
   Divisional selling, general and administrative costs                2,345,906     1,941,722     2,078,322
   Corporate general and administrative costs                          2,212,473     1,816,547     1,292,119
   Research and development                                            1,717,684     1,838,493     1,102,753
   Non-employee stock based compensation                                 110,416       785,577       943,200
   Depreciation and amortization                                         446,295       502,444       447,274
                                                                     -----------   -----------   -----------
                                                                       6,832,774     6,884,783     5,863,668
Operating loss                                                        (2,942,970)   (2,858,912)   (1,656,935)
Interest income                                                          444,889       222,630        88,387
Interest expense                                                          57,938        42,781        52,820
                                                                     -----------   -----------   -----------
                                                                         386,951       179,849        35,567
Loss from continuing operations before provision for income taxes     (2,556,019)   (2,679,063)   (1,621,368)
Provision for income taxes                                                71,360        87,776        63,699
                                                                     -----------   -----------   -----------
Loss from continuing operations                                       (2,627,379)   (2,766,839)   (1,685,067)
Income from discontinued operations, net of tax (including gain on
   disposal of $4,757,391 for 2005, net of tax of $774,010,
   $65,509, and $62,445 for 2005, 2004, and 2003, respectively)        4,846,257     1,052,319       811,879
                                                                     -----------   -----------   -----------
Net income (loss)                                                    $ 2,218,878   $(1,714,520)  $  (873,188)
Other comprehensive income (loss):
   Change in unrealized loss on U.S. Treasury Notes                     (199,349)       (3,843)      (13,817)
                                                                     -----------   -----------   -----------
Comprehensive income (loss)                                          $ 2,019,529   $(1,718,363)  $  (887,005)
                                                                     ===========   ===========   ===========
</TABLE>

     (Consolidated Statements of Operations are continued on the next page)
                 See notes to consolidated financial statements.


                                       F-5

<PAGE>

                     SENTIGEN HOLDING CORP. AND SUBSIDIARIES
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                         For the Years Ended
                                                            December 31,
                                                ------------------------------------
                                                   2005          2004        2003
                                                ----------   ----------   ----------
<S>                                             <C>          <C>          <C>
NET INCOME (LOSS) PER SHARE INFORMATION:
Basic and diluted net loss per
   share from continuing operations             $    (0.35)  $    (0.37)  $    (0.23)
                                                ==========   ==========   ==========
Basic and diluted net income per
   share from discontinued operations           $     0.65   $     0.14   $     0.11
                                                ==========   ==========   ==========
Basic and diluted net income (loss) per share   $     0.30   $    (0.23)  $    (0.12)
                                                ==========   ==========   ==========
Weighted average shares outstanding:
   Basic and Diluted                             7,473,802    7,463,985    7,453,664
                                                ==========   ==========   ==========
</TABLE>

                 See notes to consolidated financial statements.


                                       F-6

<PAGE>

                     SENTIGEN HOLDING CORP. AND SUBSIDIARIES
           Consolidated Statements of Changes in Stockholders' Equity

<TABLE>
<CAPTION>
                                                                      Accumulated
                                     Common Stock       Additional       other
                                 -------------------     paid-in     comprehensive   Accumulated
                                   Shares     Amount     capital     Income (loss)     deficit        Total
                                 ---------   -------   -----------   -------------   -----------   -----------
<S>                              <C>         <C>       <C>           <C>             <C>           <C>
Balance - January 1, 2003        7,451,044   $74,511   $12,237,896   $     13,817    $(1,455,735)  $10,870,489
   Stock options exercised           3,700        36         4,474             --             --         4,510
   Stock based compensation             --        --       943,200             --             --       943,200
   Change in unrealized gain
      on U.S. Treasury Notes            --        --            --        (13,817)            --       (13,817)
   Net loss                             --        --            --             --       (873,188)     (873,188)
                                 ---------   -------   -----------   ------------    -----------   -----------
Balance - December 31, 2003      7,454,744   $74,547   $13,185,570   $         --    $(2,328,923)  $10,931,194
   Stock options exercised          15,948       159        64,385             --             --        64,544
   Stock based compensation             --        --       785,577             --             --       785,577
   Unrealized loss
      on U.S. Treasury Notes            --        --            --         (3,843)            --        (3,843)
   Net loss                             --        --            --             --     (1,714,520)   (1,714,520)
                                 ---------   -------   -----------   ------------    -----------   -----------
Balance - December 31, 2004      7,470,692   $74,706   $14,035,532   $     (3,843)   $(4,043,443)  $10,062,952
   Stock options exercised           6,850        69        10,224             --             --        10,293
   Stock based compensation             --        --       171,062             --             --       171,062
   Unrealized loss
      on U.S. Treasury Notes            --        --            --       (199,349)            --      (199,349)
   Net income                           --        --            --             --      2,218,878     2,218,878
                                 ---------   -------   -----------   ------------    -----------   -----------
Balance - December 31, 2005      7,477,542   $74,775   $14,216,818   $   (203,192)   $(1,824,565)  $12,263,836
                                 =========   =======   ===========   ============    ===========   ===========
</TABLE>

                See notes to consolidated financial statements.


                                       F-7
<PAGE>

                     SENTIGEN HOLDING CORP. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                               For the years ended December 31,
                                                           ----------------------------------------
                                                               2005          2004           2003
                                                           -----------   ------------   -----------
<S>                                                        <C>           <C>            <C>
Cash flows from operating activities:
   Net income (loss)                                       $ 2,218,878   $ (1,714,520)  $  (873,188)
   Less: Income from discontinued
      operations, net of tax                                (4,846,257)    (1,052,319)     (811,879)
                                                           -----------   ------------   -----------
   Net loss from continuing operations                      (2,627,379)    (2,766,839)   (1,685,067)
Adjustments to reconcile net loss from continuing
   operations to net cash used by continuing operations:
      Depreciation and amortization                            446,295        502,444       447,274
      Non-employee stock based compensation                    110,416        785,577       943,200
   Decrease (increase) in:
      Accrued interest receivable                              (55,181)       (35,688)       14,489
      Accounts receivable, net of allowance                    (39,106)       (31,680)     (235,154)
      Unbilled services                                             --          4,650        10,750
      Prepaid expenses and security deposits                   154,348       (123,846)      102,870
   Increase (decrease) in:
      Accounts payable and accrued expenses                    364,890        202,472       207,601
      Accrued federal and state income taxes                   (64,403)        48,285       (31,178)
      Customer deposits and unearned revenue                  (617,774)       681,170      (226,187)
                                                           -----------   ------------   -----------
   Net cash used in operating
      activities from continuing operations                 (2,327,894)      (733,455)     (451,402)
                                                           -----------   ------------   -----------
Cash flows from investing activities:
      Capital expenditures                                    (235,983)      (518,351)     (124,583)
      Sales of U.S. Treasury Notes                           1,139,724             --     5,293,602
      Purchases of U.S. Treasury Notes                      (4,978,155)    (9,742,781)           --
                                                           -----------   ------------   -----------
   Net cash (used in) provided by investing
      activities from continuing operations                 (4,074,414)   (10,261,132)    5,169,019
                                                           -----------   ------------   -----------
Cash flows from financing activities:
      Principal payments on long-term debt                    (174,137)      (210,346)     (230,986)
      Payments on capital lease obligations                    (58,331)       (59,981)      (36,129)
      Proceeds from issuance of long-term debt                 138,598        361,402            --
      Proceeds from stock options exercised                     10,293         64,544         4,510
                                                           -----------   ------------   -----------
   Net cash (used in) provided by financing
      activities from continuing operations                    (83,577)       155,619      (262,605)
                                                           -----------   ------------   -----------
Cash flows from discontinued operations
   (Restated - See note 15):
      Net cash provided by operating activities                160,946      1,119,693       890,136
      Net cash provided by (used in)
         investing activities                                6,085,186        (14,942)      (76,101)
      Net cash used in financing activities                     (1,185)        (5,175)       (2,062)
                                                           -----------   ------------   -----------
   Net cash provided by discontinued operations              6,244,947      1,099,576       811,973
                                                           -----------   ------------   -----------
(Decrease) increase in cash and cash equivalents              (240,938)    (9,739,392)    5,266,985
Cash and cash equivalents - beginning of period                347,560     10,086,952     4,819,967
                                                           -----------   ------------   -----------
Cash and cash equivalents - end of period                  $   106,622   $    347,560   $10,086,952
                                                           ===========   ============   ===========
</TABLE>

                 See notes to consolidated financial statements.


                                       F-8

<PAGE>

                     SENTIGEN HOLDING CORP. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                    For the years ended December 31,
                                                    --------------------------------
                                                       2005       2004       2003
                                                     --------   --------   --------
<S>                                                 <C>         <C>        <C>
Supplemental Disclosures of Cash Flow Information
   Cash paid during the year:
      Interest                                       $ 57,938   $ 54,211   $ 71,774
      Income taxes                                   $150,550   $188,130   $157,000

   Non-cash investing and financing activities:

      Investing activities:
         Equipment acquired under capital lease      $     --   $(66,832)  $(35,000)
         Restricted cash received from sale of
            assets of discontinued operation         $257,691

      Financing activities:
         Debt incurred under capital lease           $     --   $ 66,832   $ 35,000
</TABLE>

                 See notes to consolidated financial statements.


                                      F-9

<PAGE>

                     SENTIGEN HOLDING CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2005, 2004 and 2003

1.   ORGANIZATION AND NATURE OF OPERATIONS.

     Sentigen Holding Corp. ("we" and "the Company") is a biotechnology company
conducting business through two-wholly owned operating subsidiaries, Sentigen
Biosciences, Inc. ("Sentigen Biosciences") and Cell & Molecular Technologies,
Inc. ("CMT").

     Sentigen Biosciences has been primarily engaged in the development and
commercialization of novel bioassay systems that elucidate the underlying
biology of protein-protein interactions. Sentigen Biosciences has initially
targeted its Tango(TM) Assay System to address the functionalization of G
protein-coupled receptors (GPCRs) for pharmaceutical drug discovery and
development. On July 26, 2004, Sentigen Biosciences was awarded a contract by
the Technical Support Working Group (TSWG) - an interagency government office
with representatives from the Departments of Defense, State and Homeland
Security - to develop advanced biotechnology for the detection of explosives and
other threats. The contract, entitled "Olfactory Receptor Microarray-Based
Sensor for Explosives Detection (ORM-EDS)", will provide Sentigen Biosciences
with $1.65 million in research funding through July 2006.

     CMT is a contract research organization that specializes in supporting the
drug discovery process. CMT provides custom contract research services, High
Throughput Screening ("HTS") support services, and works in close cooperation
with Sentigen Biosciences to commercialize specific applications of the
Tango(TM) Assay System. On February 22, 2005 we sold the assets of Specialty
Media, a division of CMT, for $6.5 million. Accordingly, the assets and
liabilities of Specialty Media have been accounted for as assets and liabilities
held for sale in our consolidated balance sheets. In addition, the statements of
operation for Specialty Media have been accounted for as discontinued
operations, in our consolidated statements of operation.

     We were incorporated under the laws of the State of Delaware in May 1990.
After having engaged in the acquisition and operation of different businesses
subsequent to our initial public offering in August 1990, we commenced our
current business operations when we acquired CMT in May 1998. CMT was
incorporated on May 6, 1997 to acquire all of the outstanding stock in each of
Specialty Media, Inc. and Molecular Cell Science, Inc., two entities operating
in the biotechnology and pharmaceutical industries since 1987 and 1991,
respectively. Sentigen Corp. was formed on February 16, 2000, and changed its
name to Sentigen Biosciences, Inc. on February 24, 2004. We changed our name
from Prime Cellular Inc. to Sentigen Holding Corp. on June 23, 2000. On January
9, 2002, our common stock began trading on The NASDAQ Capital Market under the
symbol SGHL.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A.   PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
          include the accounts of Sentigen Holding Corp. and its wholly owned
          subsidiaries, after elimination of all inter-company accounts and
          transactions.

     B.   CASH AND CASH EQUIVALENTS - Cash and cash equivalents include liquid
          investments with maturities of three months or less at the time of
          purchase.

     C.   U.S. TREASURY NOTES - Investments in U.S. Treasury Notes are
          considered available for sale under the provisions of Statement of
          Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
          Investments in Debt and Equity Securities" and, as such, have been
          reported at fair value. Quoted market prices are used to determine
          fair value. Changes in the fair value have been included in other
          comprehensive income.

     D.   PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are
          stated at cost. Depreciation is calculated over the estimated useful
          lives of the assets, which range from three to seven years.
          Amortization of leasehold improvements is provided on the
          straight-line basis over the lesser of the estimated useful life of
          the asset or the remaining lease term. Repairs and maintenance, which
          do not extend the useful lives of the related assets, are expensed as
          incurred.


                                      F-10

<PAGE>

     E.   LICENSE COSTS - The costs of intangible assets that are purchased from
          others for use in research and development activities and that have
          alternative future uses (in research and development projects or
          otherwise) shall be accounted for in accordance with FASB Statement
          No. 142, Goodwill and Other Intangible Assets. The amortization of
          those intangible assets used in research and development activities is
          a research and development cost. However, the costs of intangibles
          that are purchased from others for a particular research and
          development project and that have no alternative future uses (in other
          research and development projects or otherwise) and therefore no
          separate economic values are research and development costs at the
          time the costs are incurred. We determined that the licensing costs
          arising from our exclusive licensing agreement with the Trustees of
          Columbia University have alterative future uses. These costs have been
          capitalized and are being amortized on a straight line basis over 10
          years (see Note 6).

     F.   IMPAIRMENT - Intangible and long-lived assets are reviewed for
          impairment whenever events or changes in circumstances indicate that
          the carrying amount of the assets may not be fully recoverable. A
          review for impairment includes comparing the carrying value of an
          asset to an estimate of the undiscounted net future cash inflows over
          the life of the asset. An asset is considered to be impaired when the
          carrying value exceeds the calculation of the undiscounted net future
          cash inflows or fair market value. An impairment loss is defined as
          the amount of the excess of the carrying value over the fair market
          value of the asset. We believe that none of our intangible and
          long-lived assets are impaired as of December 31, 2005.

     G.   REVENUE RECOGNITION - Revenue is recognized in accordance with the
          SEC's Staff Accounting Bulletin No. 104, "Revenue Recognition" ("SAB
          No. 104"). SAB No. 104 requires that four basic criteria be met before
          revenue can be recognized: (1) persuasive evidence of an arrangement
          exists; (2) delivery has occurred or services rendered; (3) the fee is
          fixed and determinable; and (4) collectability is reasonably assured.
          As to (1) above, our business practices require that our services be
          performed pursuant to contracts with our customers. As to (2) above,
          we recognize revenue when services are rendered to our customers.
          Determination of (3) and (4) above are based on management's judgments
          regarding the fixed nature of our arrangements taking into account
          termination provisions and the collectability of fees under our
          arrangements.

               CMT provides services on a fee-for-service, fixed price contract
          basis that provide for payments as specific research services are
          provided. In addition, Sentigen Biosciences derives revenue from cost
          plus contracts with a United States Government agency. Revenue is
          recognized on fixed price contracts as services are performed, based
          upon the number of units delivered under the contract. Revenue is
          recognized on cost plus contracts on the basis of the direct costs
          incurred plus allowable indirect costs and an allocable portion of the
          fee earned. Billings under government contracts are based on
          provisional billing rates which permit recovery of fringe benefits,
          overhead and general and administrative expenses not exceeding certain
          limits. These indirect expense rates are subject to review by the
          United States Government on an annual basis. When the final
          determination of the allowable rates for any year has been made,
          billings may be adjusted accordingly. Cost and profit estimates are
          reviewed periodically as the work progresses, and adjustments, if
          needed, are reflected in the period in which the estimates are
          revised. Provisions for estimated losses on uncompleted contracts are
          made in the period in which such losses are determined. Changes in the
          scope of work generally result in a renegotiation of contract pricing
          terms. Renegotiated amounts are not included in net revenues until
          earned and realization is assured. Costs are not deferred in
          anticipation of contracts being awarded, but instead are expensed as
          incurred. Most contracts are terminable by the client either
          immediately or upon notice. Termination fees are included in net
          revenues when realization is assured. Unearned revenue represents
          amounts billed in excess of costs incurred and are recorded as
          liabilities on our consolidated balance sheets.

     H.   DIRECT COSTS - Direct costs incurred in the delivery of services at
          CMT are expensed as such costs are incurred. Direct costs include: (1)
          costs incurred for direct materials used in the services performed
          under research contracts, (2) an allocation of the compensation costs
          for the time incurred on such contracts by scientists, (3) an
          allocation of indirect materials costs for general laboratory expenses
          incurred for the benefit of all contracts in process, and (4) an
          allocation of certain general and administrative expenses incurred by
          CMT.


                                      F-11

<PAGE>

     I.   INCOME TAXES - Certain income and expense items are accounted for
          differently for financial reporting and income tax purposes. Deferred
          tax assets and liabilities are determined based on the difference
          between the financial statement and income tax basis of assets and
          liabilities and the tax effect of net operating loss and tax credit
          carry-forwards applying the enacted statutory tax rates in effect for
          the year in which the differences are expected to reverse. Valuation
          allowances are established if it is determined to be more likely than
          not that deferred tax assets will not be recovered.

     J.   ADVERTISING, MARKETING AND SALES COSTS - Advertising, marketing and
          sales costs are expensed as such costs are incurred. Advertising,
          marketing and sales costs during 2005, 2004 and 2003 were $239,289,
          $327,589 and $333,157, respectively. These costs are included in
          selling, general and administrative expenses in our consolidated
          statements of operations.

     K.   ESTIMATES - The preparation of financial statements in conformity with
          generally accepted accounting principles requires management to make
          estimates and assumptions that affect the reported amounts of assets
          and liabilities and disclosure of contingent assets and liabilities at
          the dates of the financial statements and the reported amounts of
          revenues and expenses during the reporting periods. Actual results
          could differ from those estimates.

     L.   EARNINGS PER SHARE - The accompanying financial statements include
          earnings per share calculated as required by SFAS No. 128 "Earnings
          Per Share." Basic earnings per share is calculated by dividing net
          loss by the weighted average number of shares of common stock
          outstanding. Diluted earnings per share include the effects of
          securities convertible into common stock, consisting of stock options,
          to the extent such conversion would be dilutive. Potential common
          stock of 193,469, 395,286, and 179,457 was excluded from the
          computation for the years ended December 31, 2005, 2004 and 2003,
          respectively, because SFAS No. 128 prohibits adjusting the denominator
          of diluted EPS for additional potential common shares when a net loss
          from continuing operations is reported.

     M.   STOCK-BASED COMPENSATION - SFAS No. 123 "Accounting for Stock-Based
          Compensation", encourages, but does not require companies to record
          compensation cost for stock-based employee compensation plans at fair
          value. We continue to account for stock-based compensation to
          employees using the intrinsic value method prescribed in Accounting
          Principles Board Opinion No. 25, "Accounting for Stock Issued to
          Employees." APB No. 25 requires no recognition of compensation expense
          for the stock-based compensation arrangements provided to employees
          where the exercise price is equal to the market price at the date of
          the grants. Options issued to non-employees are valued at the fair
          value of the consideration received or the fair value of the equity
          instruments issued, whichever is more reliably measurable. The expense
          for options issued to non-employees is recorded as stock based
          compensation in our consolidated statements of operations. On
          September 4, 2003 the life of a stock option previously granted to the
          Chairman of the Board, Chief Executive Officer and President was
          extended. The option is for the purchase of 217,000 shares of common
          stock at $1.625 per share and was originally granted on May 1, 1996.
          The stock option is fully vested and would have expired on April 30,
          2004. The amendment extended the life of the option to April 30, 2006.
          As a result of this amendment and according to FASB Interpretation No.
          44 to APB Opinion No. 25 we recognized stock based compensation in the
          amount of $820,407 (See Note 11).

               Effective January 11, 2006 in connection with his resignation,
          all of Dr. Newbold's options scheduled to vest for the twelve months
          following January 11, 2006, totaling 25,000, became fully vested. Dr.
          Newbold's remaining options to purchase 25,000 shares were terminated.

               The following table reconciles net income (loss) and diluted
          earnings per share (EPS) as reported, to pro-forma net income (loss)
          and diluted EPS, as if we had expensed the fair value of employee
          stock options as permitted by SFAS No. 123, as amended by SFAS No.
          148, since it permits alternative methods of adoption.


                                      F-12

<PAGE>

<TABLE>
<CAPTION>
                                        2005          2004          2003
                                    -----------   -----------   -----------
<S>                                 <C>           <C>           <C>
Net income (loss) as reported       $ 2,218,878   $(1,714,520)  $  (873,188)
Pro-forma expense as if employee
   stock options were charged
   against net loss                  (1,353,213)     (474,224)     (244,551)
                                    -----------   -----------   -----------
Pro-forma net income (loss) using
   the fair value method            $   865,665   $(2,118,744)  $(1,117,739)
                                    ===========   ===========   ===========
Basic and Diluted
   EPS as reported                  $      0.30   $     (0.23)  $     (0.12)
Pro-forma EPS using the fair
   value method                     $      0.12   $     (0.28)  $     (0.15)
</TABLE>

     N.   SEGMENTS - The accompanying financial statements include segment
          disclosure as required by SFAS No. 131 "Disclosures about Segments of
          an Enterprise and Related Information," which expands and modifies
          disclosures but has no impact on the consolidated financial position
          or results of operations or cash flows. Our reportable operating
          segments are: CMT and Sentigen Biosciences. On February 22, 2005 we
          sold the assets of Specialty Media, a division of CMT, for $6.5
          million. Accordingly, the assets and liabilities of Specialty Media
          have been accounted for as assets and liabilities held for sale in our
          consolidated balance sheets. In addition, the statements of operation
          for Specialty Media have been accounted for as discontinued
          operations, net of tax, in our consolidated statements of operation.

     O.   FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying value of cash and
          cash equivalents, accounts receivable, and accounts payable
          approximates fair value because of the short-term maturity of those
          instruments. The fair value of our U.S. Treasury Notes is based upon
          the quoted market price on the last business day of the fiscal year.
          The carrying value of long-term debt approximates fair value.

     P.   RECENT ACCOUNTING PRONOUNCEMENTS - In December 2004, the FASB issued
          SFAS No. 123(R), "Share-Based Payment." SFAS No. 123(R) is a revision
          of SFAS No. 123, "Accounting for Stock Based Compensation," and
          supersedes Accounting Principles Board Opinion No. 25, "Accounting for
          Stock Issued to Employees," ("APB 25"). Among other items, SFAS No.
          123(R) eliminates the use of APB 25 and the intrinsic value method of
          accounting, and requires companies to recognize the cost of employee
          services received in exchange for awards of equity instruments, based
          on the grant date fair value of those awards, in the financial
          statements. On April 14, 2005, the effective date for SFAS No. 123(R)
          was extended.

               The Company will be required to comply with SFAS No. 123(R) for
          the three months ending March 31, 2006. The Company will adopt the
          "modified prospective" method. Under the "modified prospective"
          method, compensation cost is recognized in the financial statements
          beginning with the effective date, based on the requirements of SFAS
          No. 123(R) for all share-based payments granted after that date, and
          based on the requirements of SFAS No. 123 for all unvested awards
          granted prior to the effective date of SFAS No. 123(R). The Company
          currently utilizes the Black-Scholes option pricing model to measure
          the fair value of stock options granted to employees and expects to
          continue using the Black-Scholes option pricing model upon adoption of
          SFAS No. 123(R) to measure the fair value of stock options.

               The adoption of this statement will have the effect of reducing
          net income and income per share as compared to what would be reported
          under the current requirements. We expect the impact of the
          implementation of SFAS No. 123(R) to be generally consistent with the
          pro-forma expense calculated under SFAS No. 123.

               In March 2005, the Securities and Exchange Commission (the "SEC")
          issued Staff Accounting Bulletin ("SAB") No. 107, Share-Based Payment
          ("SAB No. 107"), which provides interpretive guidance related to the
          interaction between SFAS No. 123(R) and certain SEC rules and
          regulations, as well as provides the SEC staff's views regarding the
          valuation of share-based payment arrangements.

               In December 2004, the FASB issued SFAS No. 153, "Exchanges of
          Nonmonetary Assets, an Amendment of APB Opinion No. 29, "Accounting
          for Nonmonetary Transactions. SFAS No. 153 amends APB Opinion 29 to
          eliminate the exception for nonmonetary exchanges of similar
          productive


                                      F-13

<PAGE>

          assets and replaces it with a general exception for exchanges of
          nonmonetary assets that do not have commercial substance. A
          nonmonetary exchange has commercial substance if the future cash flows
          of the entity are expected to change significantly as a result of the
          exchange. SFAS No. 153 is effective for fiscal periods beginning after
          June 15, 2005. The adoption of this statement is not expected to have
          a material effect on the Company's financial statements.

               In March 2005, the FASB issued FASB Interpretation No. 47,
          "Accounting for Conditional Asset Retirement Obligations ("FIN 47")",
          which clarifies that conditional asset retirement obligations are
          within the scope of SFAS No. 143, "Accounting for Asset Retirement
          Obligations." FIN 47 requires the Company to recognize a liability for
          the fair value of the conditional asset retirement obligations if the
          fair value of the liability can be reasonably estimated. FIN 47 is
          effective for fiscal years ending after December 15, 2005. The
          adoption of this statement did not have an effect on the Company's
          financial statements.

               In June 2005, the FASB issued SFAS No. 154, "Accounting Change
          and Error Corrections - a replacement of APB Opinion No. 20,
          Accounting Change, and FASB Statement No. 3, Reporting Accounting
          Changes in Interim Financial Statements ("SFAS 154")." SFAS No. 154
          changes the requirements for the accounting for and reporting of a
          change in accounting principle by requiring retrospective application
          of changes in accounting principle to prior periods' financial
          statements to the extent practicable. It also applies to changes
          required by an accounting pronouncement in the unusual instance that
          the pronouncement does not include specific transition provisions.
          When a pronouncement includes specific transition provisions, these
          provisions should be followed. SFAS No. 154 is effective for fiscal
          years beginning after December 15, 2005. This statement requires that
          the new accounting principle be applied as if it were adopted
          prospectively from the earliest date practicable. The adoption of this
          statement is not expected to have a material effect on the Company's
          financial statements.

3.   U.S. TREASURY NOTES

     At December 31, 2005 we held the following U.S. Treasury Notes:

<TABLE>
<CAPTION>
                                                       AMORTIZED        FAIR      UNREALIZED
                                                          COST         VALUE         LOSS
                                                      -----------   -----------   ----------
<S>                                                   <C>           <C>           <C>
U.S. Treasury Note, $9,000,000 face value,
   coupon rate of 3.125%, maturing on May 15, 2007    $ 8,996,175   $ 8,844,300   $(151,875)
U.S. Treasury Note, $4,598,000 face value,
   coupon rate of 3.125%, maturing on Jan. 31, 2007     4,585,037     4,533,720     (51,317)
                                                      -----------   -----------   ---------
Total U.S. Treasury Notes as of December 31, 2005     $13,581,212   $13,378,020   $(203,192)
                                                      ===========   ===========   =========
</TABLE>

     At December 31, 2004 we held the following U.S. Treasury Notes:

<TABLE>
<CAPTION>
                                                      AMORTIZED      FAIR      UNREALIZED
                                                        COST         VALUE        LOSS
                                                     ----------   ----------   ----------
<S>                                                  <C>          <C>          <C>
U.S. Treasury Note, $9,000,000 face value,
   coupon rate of 3.125%, maturing on May 15, 2007   $8,993,665   $8,995,410    $ 1,745
U.S. Treasury Note, $750,000 face value
   coupon rate of 2.5%, maturing on Sept. 30, 2006      749,116      743,528     (5,588)
                                                     ----------   ----------    -------
Total U.S. Treasury Notes as of December 31, 2004    $9,742,781   $9,738,938    $(3,843)
                                                     ==========   ==========    =======
</TABLE>


                                      F-14

<PAGE>

4.   DISCONTINUED OPERATION

     On February 22, 2005 we entered into agreements with Serologicals
Corporation and its direct and indirect subsidiaries, Chemicon Specialty Media,
Inc. ("Purchaser") and Chemicon International, Inc., pursuant to which CMT sold
substantially all of the assets, including the facility on 580 Marshall Street,
Phillipsburg, NJ, of its Specialty Media Division (the "Division") to the
Purchaser for $6,500,000.

     Pursuant to the Asset Purchase Agreement amongst the parties, CMT sold
substantially all of the assets of the Division for $6,095,000, subject to
post-closing working capital adjustments. Of this amount, $500,000 was held in
escrow pursuant to the terms of an Escrow Agreement to satisfy indemnification
obligations of the Company or CMT. It was determined that there were no
indemnification obligations and $250,000 was released to us on both August 22,
2005 and February 22, 2006.

     The parties also entered into an Agreement of Sale pursuant to which the
Purchaser acquired the Division's facility at 580 Marshall St., Philipsburg, NJ
for $405,000 (the "Real Estate Purchase Agreement"). The Purchaser also agreed
to retire the outstanding loan in the amount of $243,310 secured by a mortgage
on the property pursuant to the terms of the Asset Purchase Agreement.

     The parties also entered into a Transition Services Agreement pursuant to
which CMT provided the Purchaser with certain telecommunication, accounting and
document management services until June 30, 2005.

     The assets and liabilities of the Division are classified as
"held-for-sale" as follows:

<TABLE>
<CAPTION>
                                  AS OF DECEMBER 31,
                                         2004
                                  ------------------
<S>                               <C>
Assets held for sale:
  Accounts receivable                 $  443,986
  Inventory                              234,875
  Deferred financing costs                 6,434
  Property, plant and equipment          488,667
                                      ----------
Total assets held for sale            $1,173,962
                                      ==========
Liabilities held for sale:
  Accounts payable                       222,943
  Mortgage payable                       244,495
                                      ----------
Total liabilities held for sale       $  467,438
                                      ==========
</TABLE>


                                      F-15

<PAGE>

     In accordance with Statement of Financial Accounting Standards ("SFAS") No.
144 "Accounting for the Impairment or Disposal of Long-lived Assets," the
operations of the Division are reported separately as discontinued operations
for all periods presented. The financial results of the Division, included in
discontinued operations, were as follows:

<TABLE>
<CAPTION>
                                                                   FOR THE YEARS ENDED
                                                                      DECEMBER 31,
                                                          ------------------------------------
                                                             2005         2004         2003
                                                          ----------   ----------   ----------
<S>                                                       <C>          <C>          <C>
Product revenues                                          $  526,300   $3,298,799   $2,938,279
Direct costs                                                 226,127    1,391,790    1,227,770
                                                          ----------   ----------   ----------
Income after direct costs                                    300,173    1,907,009    1,710,509
Operating expenses:
   Selling, general and administrative                       129,676      672,405      699,463
   Research and development                                    2,619       19,554       16,419
   Stock based compensation                                   60,646           --           --
   Depreciation and amortization                                  --       85,793      105,225
                                                          ----------   ----------   ----------
Total operating expenses                                     192,941      777,752      821,107
Income from operations                                       107,232    1,129,257      889,402
Interest expenses                                              3,579       11,429       15,078
                                                          ----------   ----------   ----------
Income before provision for income taxes                     103,653    1,117,828      874,324
Provision for income taxes                                    14,787       65,509       62,445
                                                          ----------   ----------   ----------
Income from discontinued operations before gain on sale       88,866    1,052,319      811,879
Gain on sale of discontinued
   operations, net of taxes of $759,223                    4,757,391           --           --
                                                          ----------   ----------   ----------
Income from discontinued operations                       $4,846,257   $1,052,319   $  811,879
                                                          ==========   ==========   ==========
</TABLE>

5.   PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                                       USEFUL   -----------------------
                                        LIFE       2005         2004
                                      -------   ----------   ----------
<S>                                   <C>       <C>          <C>
Leasehold Improvements                7 years   $  374,356   $  374,356
Machinery and Equipment               3 years    2,725,561    2,489,578
Equipment under capital lease         3 years      197,777      197,777
Furniture and Fixtures                5 years      242,881      242,881
                                                ----------   ----------
Total Property, Plant and Equipment              3,540,575    3,304,592
Less: Accumulated Depreciation                   2,785,528    2,365,326
                                                ----------   ----------
Property, Plant and Equipment - net             $  755,047   $  939,266
                                                ==========   ==========
</TABLE>

     Depreciation expense charged to continuing operations was $420,202,
$475,057, and $424,829 for the years ended December 31, 2005, 2004 and 2003,
respectively. As of December 31, 2005 and 2004 the carrying amounts of equipment
under capital leases was $33,680 and $69,333, respectively.

6.   EXCLUSIVE LICENSE AGREEMENT

     On April 10, 2000, Sentigen Biosciences entered into a license agreement
with The Trustees of Columbia University in New York for an exclusive worldwide
right to Columbia's patent applications and other proprietary rights in the
areas of insect chemosensation and olfaction. The licensing agreement with The
Trustees of Columbia University in New York required us to contribute a minimum
of $1,000,000 into Sentigen Biosciences within one year of the date of the
agreement (by April 2001) or we must have been involved in active negotiations
to raise $1,000,000 in additional funding. We satisfied this provision through
the consummation of a private placement in


                                      F-16
<PAGE>

November 2000 in which 863,834 shares of our common stock were sold for $6.00
per share for aggregate gross proceeds of $5,183,004.

     Another provision of the agreement required that a minimum of $50,000 per
six month period or $100,000 per annual period be spent on bona fide research
and development of the patents and licenses subject to the agreement from the
second through the fourth years of the agreement (April 2002 through April 2004)
or we must have been involved in active negotiation to raise $1,000,000 in
additional funding. We satisfied this provision through April 2004.

     In consideration of the license agreement, Columbia was issued 75,000
shares of our common stock and will receive royalties of 1% of the net sales of
any licensed products or services. The value of this license agreement is
recorded as license costs, net of accumulated amortization on the consolidated
balance sheet. The original value of the license reflects the closing share
price of our common stock on April 10, 2000. The value of the license, net of
amortization as of December 31, 2005 and 2004 was $291,596 and 317,515,
respectively. The following table details the expected amortization costs of the
license over the next 4 years:

<TABLE>
<CAPTION>
For the years ended:   Expected amortization expense
--------------------   -----------------------------
<S>                    <C>
2006                              $ 72,899
2007                                72,899
2008                                72,899
2009                                72,899
                                  --------
Total                             $291,596
                                  ========
</TABLE>

     On May 27, 2004 we entered into a second license agreement with Columbia
for the exclusive license to Columbia's rights under patent applications
developed jointly by us and Columbia in the area of assaying receptor activity.
In consideration of the May 27, 2004 exclusive license agreement, we agreed to
the following:

          -    We will pay Columbia a royalty totaling 5% of the net sales
               received by us on any products developed by us and approved by
               the Food & Drug Administration ("FDA").

          -    We will also pay to Columbia a royalty totaling 5% of any
               payments received by us on any products approved by the FDA that
               were developed pursuant to sublicenses of our rights under the
               patents.

We are also obligated to spend the following on the research and development of
products under the patents:

          -    A minimum of $1,000,000 from May 27, 2004 through December 31,
               2005, and

          -    A minimum of $100,000 per year for calendar years 2006 through
               2010.

We satisfied these obligations through the year ended December 31, 2005.

     There is no assurance that the technology related to the licensing
agreements with The Trustees of Columbia University or other technologies
involved in the research and development activities of Sentigen Biosciences will
prove to be productive. In the event we decide to terminate such activities,
there will be associated costs to us, such as payment to employees and expenses
related to the closing of its facility at 3960 Broadway, New York, New York. No
provisions have been made for such possible further expense.

7.   RETIREMENT PLAN

     We administer a 401(k) retirement plan for all eligible employees who meet
certain eligibility criteria such as age, term of employment, etc. Eligible
employees may elect to contribute a portion of their gross salary (subject to
federal tax law) to the plan. We do not make matching contributions to the plan.


                                      F-17

<PAGE>

8.   LONG-TERM DEBT

     Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                                                 UNPAID PRINCIPAL AT
                                                                                                    DECEMBER 31,
                                                                                                --------------------
                         FACE     INTEREST
COMPANY      MATURITY    VALUE      RATE                 DESCRIPTION AND COVENANTS                 2005       2004
-----------  --------  --------  ----------  -------------------------------------------------  ---------  ---------
<S>          <C>       <C>       <C>         <C>                                                <C>        <C>
CMT             May    $720,000     5.25%    Equipment Loan. Guaranteed by Sentigen Holding
               2009                (fixed)   Corp. CMT is required to maintain cash-flow equal
                                             to 1.25 to 1.00 times annual debt service as well
                                             as maintain a debt to equity ratio of 3 to 1.      $ 387,995  $ 488,982

CMT           August   $500,000     6.84%    Equipment Loan. Guaranteed by Sentigen Holding
               2010                (fixed)   Corp. CMT is required to maintain cash-flow equal
                                             to 1.25 to 1.00 times annual debt service as well
                                             as maintain a debt to equity ratio of 3 to 1.        447,878    361,402

Sentigen       April   $300,000     5.50%    Equipment Loan. Guaranteed by Sentigen Holding
Biosciences    2005              (variable)  Corp. Guarantor required to maintain unencumbered
                                             liquid assets of two-times the outstanding loan
                                             balance.                                                  --     21,027
                                                                                                ---------  ---------
                                                                                                $ 835,873  $ 871,411

   Less: Current Maturities                                                                      (191,383)  (122,367)
                                                                                                ---------  ---------
   Long-Term Debt - Net                                                                         $ 644,490  $ 749,044
                                                                                                =========  =========
</TABLE>

     We were in compliance with all debt covenants as of December 31, 2005 and
2004. A schedule of principal payments over the next five years is as follows:

<TABLE>
<CAPTION>
                                                      AMOUNT DUE BY PERIOD
                                        ------------------------------------------------
                                        LESS THAN                           GREATER THAN
                               TOTAL      1 YEAR    1-3 YEARS   3-5 YEARS      5 YEARS
                             --------   ---------   ---------   ---------   ------------
<S>                          <C>        <C>         <C>         <C>         <C>
Long-Term Debt Obligations   $835,873    $191,383    $572,658    $71,832         --
</TABLE>


                                      F-18

<PAGE>

9.   LEASES

     Operating Leases. Lease commitments classified as operating-type leases
consist primarily of facilities, office equipment and certain laboratory
equipment. Rental expenses for these operating-type leases are as follows:

<TABLE>
<CAPTION>
                                                                               RENTAL EXPENSE
                                                                             FOR THE YEARS ENDED
                                                                        ----------------------------
COMPANY                          PURPOSE AND TERMS                        2005      2004      2003
-----------  ---------------------------------------------------------  --------  --------  --------
<S>          <C>                                                        <C>       <C>       <C>
             PROPERTIES:

CMT          11,000 square feet of laboratory and office/warehouse
             space at 445 Marshall Street, Phillipsburg, New Jersey.
             On August 10, 2005, CMT signed a one-year extension to
             this lease through August 31, 2006.                        $162,370  $160,092  $158,123

Sentigen     Sentigen Biosciences leases laboratory space at 3960
Biosciences  Broadway, New York, New York, 10032. In October 2004, we
             signed a one-year extension on this location and expanded
             this location by an additional 700 square feet. Sentigen
             Biosciences renewed this lease through August 31, 2006.     108,024    82,161    68,778

Sentigen     We leased approximately 980 square feet of administrative
Holding      office space for use by our Board of Directors and
Corp.        Executive Officers at 434 East Cooper Street, Aspen,
             Colorado. This lease expired on April 30, 2005 and we
             operated on a month to month basis through June 30, 2005.
             To replace this space we leased approximately 240 square
             feet of administrative office space at 710 East Durant
             Avenue, Aspen, Colorado.                                     28,595    39,450    40,993

CMT          CMT leases approximately 3,000 square feet of laboratory
             space at 418 Industrial Drive, North Wales, Pennsylvania
             on a month to month basis. In February 2003, CMT signed a
             3-year lease to expand this location by an additional
             3,000 square feet in a connected space at 422 Industrial
             Drive, North Wales, Pennsylvania. This space accommodates
             the HTS support services group.                              36,450    36,000    34,500

Sentigen     On October 1, 2003, we leased an apartment in New York,
Holding      New York in connection with our employment agreement with
Corp.        Erik R. Lundh. The lease expired on September 30, 2004
             and was not renewed.                                             --    22,050     7,350

             EQUIPMENT:

CMT          CMT leases certain laboratory and office equipment under
             operating leases.                                            40,068    46,798    22,748

Sentigen     Sentigen Biosciences leases certain office equipment
Biosciences  under operating leases.                                      12,684    20,554     5,460
                                                                        --------  --------  --------
                                                  Total Rental Expense  $388,191  $407,105  $337,952
                                                                        ========  ========  ========
</TABLE>

     The Company utilized, but did not lease, a hotel suite in midtown, New York
City for occupancy by senior company personnel and for meetings with
consultants, advisors, potential investors, directors, etc. The total occupancy
cost of this facility was $236,402 for the year ended December 31, 2005.

     Capital Leases. CMT leases certain equipment for use in the provision of
services under certain contracts. These leases qualified for treatment as a
capital lease for accounting purposes. At the inception of the leases, equipment
and an offsetting capital lease liability was recorded in our consolidated
balance sheet.


                                      F-19

<PAGE>

     The estimated future minimum rental payments under capital and
operating-type leases over the next three years are as follows:

<TABLE>
<CAPTION>
                                             CAPITAL   OPERATING
                                             -------   ---------
<S>                                          <C>        <C>
For the year ending December 31,
2006                                         $29,577    $172,216
2007                                           6,982      46,074
2008                                              --          --
                                             -------    --------
Minimum rental payments                      $36,559    $218,290
(Less) interest-portion of rental payments    (1,108)
                                             -------
Capital lease obligation                     $35,451
                                             =======
</TABLE>

10.  INCOME TAXES

     Deferred taxes reflect the tax effects of temporary differences between the
amounts of assets and liabilities for financial reporting and the amounts
recognized for income tax purposes as well as the tax effects of net operating
loss and tax credit carryforwards. The significant components of net deferred
tax assets are as follows:

<TABLE>
<CAPTION>
                                                     DECEMBER 31,
                                               -----------------------
                                                  2005         2004
                                               ----------   ----------
<S>                                            <C>          <C>
Net operating loss carryforwards               $1,323,000   $1,839,000
Research and Development credit carryforward      386,000      311,000
AMT Credit carryforward                            65,000        6,000
Stock based compensation                          594,000      464,000
Depreciation and other temporary differences      297,000       22,000
                                               ----------   ----------
Total deferred tax assets                       2,665,000    2,642,000
Less: Valuation allowance                       2,665,000    2,642,000
                                               ----------   ----------
Net deferred tax assets                        $       --   $       --
                                               ==========   ==========
</TABLE>

     We believe that it is more likely than not that the deferred tax assets
will not be realized and have therefore provided a valuation allowance in the
consolidated balance sheet equal to the entire amount of the deferred tax
assets.

     The provision for income taxes on continuing operations differs from the
amount using the statutory federal income tax rate (34%) as follows:

<TABLE>
<CAPTION>
                                                  FOR THE YEARS ENDED DECEMBER 31,
                                                 ---------------------------------
                                                    2005        2004        2003
                                                 ---------   ---------   ---------
<S>                                              <C>         <C>         <C>
At Statutory Rates                               $(869,046)  $(910,881)  $(551,265)
   Loss for which no benefit was recorded          869,046     910,881     551,265
   State income taxes on continuing operations      71,360      87,776      63,699
                                                 ---------   ---------   ---------
Provision for income taxes                       $  71,360   $  87,776   $  63,699
                                                 =========   =========   =========
</TABLE>

     At December 31, 2005 we have federal and state net operating loss
carryforwards of $251,000 and $11,904,000, respectively, available to offset
future federal and state taxable income. These carryforwards will expire between
December 31, 2009 and December 31, 2025. Additionally, we have research and
development credit and Alternative Minimum Tax credit carryforwards of $386,000
and $65,000, respectively. The research and development credit carryforwards
will expire between December 31, 2012 and December 31, 2020 and the Alternative
Minimum Tax credit carryforwards may be carried forward indefinitely. These
credit carryforwards will be available to offset future federal income tax
liabilities.

11.  EQUITY COMPENSATION PLANS

     We have two equity compensation plans: the 1990 Stock Option Plan and the
2000 Performance Equity Plan. We no longer grant options to purchase common
stock under the 1990 Stock Option Plan. The 2000


                                      F-20

<PAGE>

Performance Equity Plan provides for the award of options to purchase common
stock, stock appreciation rights, restricted stock, deferred stock, stock-reload
options and other stock-based awards covering up to 2,000,000 shares of our
common stock.

     The 2000 Performance Equity Plan is administered by our Board of Directors
or a committee thereof. Subject to the provisions of the plan, the Board of
Directors (or a committee thereof) has the authority to determine the
individuals to whom awards are to be made, the number of shares of our common
stock to be covered by each award, the type of award, the exercise or contract
price, the vesting period and life of the award, restrictions, if any, on the
exercise of the award, the terms for the payment of the exercise or contract
price and other terms and conditions. The 2000 Performance Equity Plan provides
for awards to employees, directors, consultants, agents and other persons that
are deemed to be valuable to us or our subsidiaries. The 2000 Performance Equity
Plan prohibits the issuance of any award covering more than 200,000 shares of
common stock to any one person in any one calendar year.

     Since the inception of the 2000 Performance Equity Plan only options to
purchase common stock have been awarded under the Plan. The 2000 Performance
Equity Plan permits the award of both incentive stock options, as defined in
Section 422 of the Internal Revenue Code, and stock options that do not conform
to the requirements of that Code section ("non-incentive stock options"). The
exercise price of each incentive and non-incentive stock option may not be less
than 100% of the quoted market price of our common stock on the date of the
grant. In the case of a grant of an incentive stock option to an employee who
owns 10% or more of our outstanding stock, the exercise price may not be less
than 110% of the quoted market price of our common stock on the date of the
grant.

     At December 31, 2005, options to purchase an aggregate of 217,920 and
976,632 shares of our common stock were outstanding under the 1990 plan and 2000
plan, respectively.

     The pro-forma information required by SFAS No. 148 regarding net income and
earnings per share has been presented as if the stock option plans had been
accounted for under the fair value method. The fair value of each option grant
is estimated on the date of the grant using the Black-Scholes pricing model with
the following weighted average assumptions:

<TABLE>
<CAPTION>
                                  2005      2004      2003
                                -------   -------   -------
<S>                             <C>       <C>       <C>
Weighted Average Assumptions:
   Expected service period      5 years   5 years   5 years
   Risk free interest rate          3.0%      3.0%      1.8%
   Volatility of stock               72%      125%      114%
   Expected dividend yield            0%        0%        0%
</TABLE>

     The weighted average fair value per share of the options granted during
2005, 2004, and 2003 was $5.37, $7.30, and $4.48, respectively.

     In addition to the options granted to employees and directors, we granted
92,000, 13,000 and 7,000 options to non-employees during the years ended
December 31, 2005, 2004 and 2003, respectively. Non-employees consist primarily
of consultants to us or our subsidiaries. Consultants are retained under
consulting agreements and are not considered employees of ours or our
subsidiaries. Non-cash stock-based compensation cost of $171,062, $785,577 and
$943,200 during the years ended December 31, 2005, 2004 and 2003, respectively,
was recognized based on the fair value of the options issued to consultants and,
amortized over the respective service periods.

     On September 4, 2003 an option agreement with the Chairman of the Board,
Chief Executive Officer and President was amended. The option is for the
purchase of 217,000 shares of our common stock at $1.625 per share and was
originally granted on May 1, 1996. The stock option is fully vested and would
have expired on April 30, 2004. The amendment extends the life of the option to
April 30, 2006. All other terms of the stock option agreement remain unchanged.
As a result of this amendment and according to FASB Interpretation No. 44 to APB
Opinion No. 25 we recognized stock based compensation in the amount of $820,407
on the date of the amendment.


                                      F-21
<PAGE>

     Presented below is a summary of stock option plan activity for the years
     shown:

<TABLE>
<CAPTION>
                                             WEIGHTED                       WEIGHTED
                                              AVERAGE         OPTIONS        AVERAGE
                               OPTIONS    EXERCISE PRICE   EXERCISABLE   EXERCISE PRICE
                             ----------   --------------   -----------   --------------
<S>                          <C>          <C>              <C>           <C>
Balance, January 1, 2003      1,313,844        $5.26          767,370         $4.64
   Granted                      109,500         4.80
   Exercised                     (3,700)        1.22
   Cancelled                    (50,385)        4.97
                              ---------
Balance, December 31, 2003    1,369,259        $5.24          890,352         $4.97
   Granted                       63,000         7.05
   Exercised                    (15,948)        4.13
   Cancelled                     (1,090)        6.05
                              ---------
Balance, December 31, 2004    1,415,221        $5.33        1,064,509         $5.23
   Granted                      503,000         5.37
   Exercised                     (6,850)        1.50
   Cancelled                   (716,819)        5.47
                              ---------
Balance, December 31, 2005    1,194,552        $5.25        1,026,534         $5.13
                              =========
</TABLE>

Presented below are options currently outstanding and exercisable at December
31, 2005:

<TABLE>
<CAPTION>
                            OPTIONS OUTSTANDING                   OPTIONS EXERCISABLE
                -------------------------------------------   --------------------------
   RANGE OF                    WEIGHTED         WEIGHTED                     WEIGHTED
   EXERCISE                     AVERAGE          AVERAGE                      AVERAGE
    PRICES        NUMBER    REMAINING LIFE   EXERCISE PRICE     NUMBER    EXERCISE PRICE
   --------     ---------   --------------   --------------   ---------   --------------
<S>             <C>         <C>              <C>              <C>         <C>
$1.00 - $1.81     217,920          .3             $1.63         217,920        $1.63
 4.50 -  4.75     258,499         7.5              4.60         211,833         4.57
 5.00 -  5.88     258,500         2.0              5.02         250,200         5.02
 6.00 -  6.50     177,633         6.9              6.10         119,581         6.12
 7.12 -  7.65     103,000         8.8              7.13          53,000         7.25
         9.00     179,000         4.9              9.00         174,000         9.00
                ---------                                     ---------
                1,194,552         4.6             $5.25       1,026,534        $5.13
                =========                                     =========
</TABLE>

12.  SEGMENT INFORMATION

     We operate through two wholly-owned subsidiaries, CMT and Sentigen
Biosciences. CMT, Sentigen Biosciences and Corporate are distinct reportable
operating segments. The accounting policies of the segments are the same as
those described in the summary of significant accounting policies. These
reportable segments are strategic business units that offer different products
and services. They are managed separately because each business requires
different technologies and marketing strategies. Sales and transfers between
segments, if any, are accounted for as if the transactions were to third
parties, at current market prices. All inter-company transactions have been
eliminated in the presentation of segment information. All revenues are derived
from and all assets are located in the United States.


                                      F-22

<PAGE>

<TABLE>
<CAPTION>
                                                     FOR THE YEARS ENDED DECEMBER 31,
                                                 ---------------------------------------
                                                     2005          2004          2003
                                                 -----------   -----------   -----------
<S>                                              <C>           <C>           <C>
Revenues
   CMT                                           $ 5,807,680   $ 6,126,840   $ 6,076,502
   Sentigen Biosciences                              864,099       188,213            --
                                                 -----------   -----------   -----------
Total reported                                   $ 6,671,779   $ 6,315,053   $ 6,076,502
                                                 ===========   ===========   ===========
Operating income (loss)
   CMT                                           $   671,980   $ 1,342,984   $ 1,725,336
   Sentigen Biosciences                           (1,353,968)   (2,114,737)   (1,259,673)
   Corporate                                      (2,260,982)   (2,087,159)   (2,122,598)
                                                 -----------   -----------   -----------
Total reported                                   $(2,942,970)  $(2,858,912)  $(1,656,935)
                                                 ===========   ===========   ===========
Depreciation and amortization
   CMT                                           $   377,558   $   436,825   $   369,949
   Sentigen Biosciences                               62,388        59,619        67,253
   Corporate                                           6,413         6,000        10,072
                                                 -----------   -----------   -----------
Total reported                                   $   446,359   $   502,444   $   447,274
                                                 ===========   ===========   ===========
Segment assets
   CMT                                           $ 1,078,436   $ 1,490,437   $ 1,365,531
   Sentigen Biosciences                              709,107       629,504       459,919
   Corporate                                      13,812,700    10,094,840    10,119,714
                                                 -----------   -----------   -----------
   Total assets for reportable segments          $15,600,243   $12,214,781   $11,945,164
   Assets held for sale                                   --     1,173,962     1,178,215
                                                 -----------   -----------   -----------
Total reported                                   $15,600,243   $13,388,743   $13,123,379
                                                 ===========   ===========   ===========
Expenditures for property, plant and equipment
   CMT                                           $   232,024   $   413,585   $   115,956
   Sentigen Biosciences                                   --       104,766         4,700
   Corporate                                           3,959            --         3,927
                                                 -----------   -----------   -----------
Total reported                                   $   235,983   $   518,351   $   124,583
                                                 ===========   ===========   ===========
</TABLE>

13.  SIGNIFICANT CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK

     Sentigen Biosciences

     On July 26, 2004, we were awarded a contract by the Technical Support
Working Group (TSWG) - an interagency government office with representatives
from the Departments of Defense, State and Homeland Security - to develop
advanced biotechnology for the detection of explosives and other threats. The
contract, entitled "Olfactory Receptor Microarray-Based Sensor for Explosives
Detection (ORM-EDS)", will provide Sentigen Biosciences with $1.65 million in
research funding through July 2006. We are conducting research for the
development of a freestanding sensor for the detection of explosive agents. The
sensor is aimed at reproducing the sensitivity, versatility and chemical range
of the mammalian nose. We are attempting to isolate, produce and assemble
mammalian olfactory receptors into microarrays that would allow the nano-scale
monitoring of patterns of olfactory receptor activation resulting from exposure
to potentially harmful agents.

     For the year ended December 31, 2005 we earned revenues of $743,099
under this contract, while incurring total direct and operating costs of
$707,714. Through December 31, 2004 we earned revenues of $183,213 under this
contract, while incurring total costs of $174,489. Revenues under the TSWG
contract represented 11% and 3% of our consolidated annual revenues for the
years ended December 31, 2005 and 2004, respectively. As of December 31, 2005,
receivables were outstanding under this contract in the amount of $224,650.

     Cell and Molecular Technologies, Inc.

     For the years ended December 31, 2005, 2004 and 2003, Merck & Co., Inc.
accounted for approximately 65%, 60% and 61% of our consolidated annual
revenues, respectively. For the years ended December 31, 2004 and 2003,
Rockefeller University accounted for 10% and 11% of our consolidated annual
revenues, respectively. For


                                      F-23

<PAGE>

the year ended December 31, 2005, Rockefeller University did not account for a
significant percentage of consolidated annual revenues.

     Financial instruments that are exposed to concentrations of credit risk
consist primarily of cash and trade accounts receivable. We hold our cash at
high credit quality institutions. At times, balances may be in excess of the
FDIC insurance limit. We routinely assess the financial strength of our
customers and, as a consequence, believe that our trade accounts receivable
credit risk exposure is limited.

14.  UNAUDITED QUARTERLY FINANCIAL DATA

<TABLE>
<CAPTION>
                                                       For the quarters ended
                                       ------------------------------------------------------
                                        March 31,    June 30,    September 30,   December 31,
                                          2005         2005           2005           2005
                                       ----------   ----------   -------------   ------------
<S>                                    <C>          <C>           <C>             <C>
Revenues:
   CMT                                 $1,597,704   $1,509,026    $1,627,854      $ 1,073,096
   Sentigen Biosciences                   163,812      191,173       224,463          284,651
                                       ----------   ----------    ----------      -----------
                                        1,761,516    1,700,199     1,852,317        1,357,747
Income after direct costs:
   CMT                                    997,102      928,728     1,023,536          548,678
   Sentigen Biosciences                    64,050       79,639       109,498          138,573
                                       ----------   ----------    ----------      -----------
                                        1,061,152    1,008,367     1,133,034          687,251
Operating income (loss):
   CMT                                    296,951      233,187       312,025         (170,183)
   Sentigen Biosciences                  (380,871)    (455,601)     (294,395)        (223,101)
   Parent company expenses               (540,387)    (504,489)     (476,197)        (739,909)
                                       ----------   ----------    ----------      -----------
                                         (624,307)    (726,903)     (458,567)      (1,133,193)
Loss from continuing operations          (551,228)    (655,428)     (391,748)      (1,028,975)
Income from discontinued
   operations, net of tax               4,923,322      (88,200)           --           11,135
Net (loss) income                      $4,372,094   $ (743,628)   $ (391,748)     $(1,017,840)
                                       ==========   ==========    ==========      ===========
Basic and diluted loss per share
   from continuing operations          $    (0.07)  $    (0.09)   $    (0.05)     $     (0.14)
                                       ==========   ==========    ==========      ===========
Basic and diluted income (loss) per
   share from discontinued operation   $     0.66   $    (0.01)   $     0.00      $      0.00
                                       ==========   ==========    ==========      ===========
Basic and diluted net income
   (loss) per share                    $     0.59   $    (0.10)   $    (0.05)     $     (0.14)
                                       ==========   ==========    ==========      ===========
Basic and diluted
   weighted average of
   common shares outstanding            7,471,492    7,473,117     7,474,542        7,476,042
                                       ==========   ==========    ==========      ===========
</TABLE>


                                      F-24
<PAGE>

UNAUDITED QUARTERLY FINANCIAL DATA (CONTINUED)

<TABLE>
<CAPTION>
                                                        For the quarters ended
                                       -------------------------------------------------------
                                        March 31,     June 30,    September 30,   December 31,
                                          2004          2004          2004            2004
                                       -----------   ----------   -------------   ------------
<S>                                    <C>           <C>          <C>             <C>
Revenues:
   CMT                                 $ 1,330,217   $1,177,973     $1,528,443     $2,090,207
   Sentigen Biosciences                         --           --         75,927        112,286
                                       -----------   ----------     ----------     ----------
                                         1,330,217    1,177,973      1,604,370      2,202,493
Income after direct costs:
   CMT                                     804,085      781,903        994,944      1,379,495
   Sentigen Biosciences                         --           --         24,877         40,567
                                       -----------   ----------     ----------     ----------
                                           804,085      781,903      1,019,821      1,420,062
Operating income (loss):
   CMT                                     179,196      206,769        312,012        645,007
   Sentigen Biosciences                   (820,432)    (500,361)      (399,949)      (393,995)
   Parent company expenses                (673,134)    (483,873)      (445,955)      (484,197)
                                       -----------   ----------     ----------     ----------
                                        (1,314,370)    (777,465)      (533,892)      (233,185)
Loss from continuing operations         (1,306,763)    (752,018)      (494,025)      (214,034)
Income from discontinued operations,
   net of tax                              319,440      242,892        255,115        234,871
Net (loss) income                      $  (987,323)  $ (509,126)    $ (238,910)    $   20,837
                                       ===========   ==========     ==========     ==========
Basic and diluted loss per share
   from continuing operations          $     (0.18)  $    (0.10)    $    (0.06)    $    (0.03)
                                       ===========   ==========     ==========     ==========
Basic and diluted income per share
   from discontinued operation         $      0.05   $     0.03     $     0.03     $     0.03
                                       ===========   ==========     ==========     ==========
Basic and diluted net (loss) income
   per share                           $     (0.13)  $    (0.07)    $    (0.03)    $     0.00
                                       ===========   ==========     ==========     ==========
Basic and diluted weighted average
   of common shares outstanding          7,455,984    7,462,099      7,468,633      7,470,492
                                       ===========   ==========     ==========     ==========
</TABLE>

15.  RESTATEMENT OF CONSOLIDATED STATEMENTS OF CASH FLOWS

     In 2005 the Company has separately disclosed the operating, investing, and
financing portions of the cash flows attributable to its discontinued
operations, which in prior periods were reported on a combined basis as a single
amount. As a result, the Statements of Cash Flows for 2004 and 2003 have been
restated from the prior presentation to identify cash flows from discontinued
operations as operating, investing and financing as required by Statement of
Financial Accounting Standards No. 95 "Statement of Cash Flows." This
restatement does not impact cash flows from operating, investing and financing
activities from continuing operations or the net change in cash and cash
equivalents as originally presented in the Consolidated Statements of Cash Flows
for those years.


                                      F-25

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                        SENTIGEN HOLDING CORP.

Dated: March 30, 2006


                                        By: /s/ G. Scott Segler
                                            ------------------------------------
                                            G. Scott Segler
                                            Chief Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant in
the capacities and on the date indicated.

<TABLE>
<CAPTION>
          Signature                           Title                      Date
          ---------                           -----                      ----
<S>                            <C>                                  <C>


/s/ Thomas J. Livelli          Director, Chief Executive Officer    March 30, 2006
----------------------------   and President
Thomas J. Livelli


/s/ Joseph K. Pagano           Chairman of the Board                March 30, 2006
----------------------------
Joseph K. Pagano


/s/ G. Scott Segler            Chief Financial Officer (Principal   March 30, 2006
----------------------------   Financial and Accounting Officer)
G. Scott Segler


/s/ Frederick R. Adler         Director                             March 30, 2006
----------------------------
Frederick R. Adler


/s/ Gerald Greenwald           Director                             March 30, 2006
----------------------------
Gerald Greenwald


/s/ Joel M. Pearlberg          Director                             March 30, 2006
----------------------------
Joel M. Pearlberg


/s/ Arnold B. Pollard          Director                             March 30, 2006
----------------------------
Arnold B. Pollard


/s/ Samuel A. Rozzi            Director                             March 30, 2006
----------------------------
Samuel A. Rozzi


/s/ Bruce Slovin               Director                             March 30, 2006
----------------------------
Bruce Slovin
</TABLE>
<PAGE>

                                  EXHIBIT INDEX

     The following exhibits are filed as part of this report and are
incorporated by reference (Exhibits Nos. 10.1, 10.9, 10.10, 10.11, 10.12, 10.13,
10.14, 10.15, 10.16, 10.17, 10.26, 10.27, and 10.28 are management contracts,
compensatory plans or arrangements):

<TABLE>
<CAPTION>
                                            INCORPORATED
EXHIBIT                                     BY REFERENCE       NO. IN
 NUMBER             DESCRIPTION            FROM DOCUMENT      DOCUMENT
-------   ------------------------------   -------------   -------------
<S>       <C>                              <C>             <C>
3.1       Certificate of Incorporation,          A         Exhibit 3.1
          as amended

3.2       By-laws of the Company                 A         Exhibit 3.2

9.1       Voting Trust Agreement, dated          I         Exhibit 9.1
          December 2001, by and between
          the Company, D.H. Blair
          Investment Banking Corporation
          and Frederick R. Adler.

10.1      1990 Stock Option Plan                 A         Exhibit 10.1

10.2      Agreement and Plan of Merger,          B         Exhibit 2.1
          dated as of May 14, 1996, by
          and among the Company, Prime
          Cellular Acquisition Corp.,
          Bern Associates, Inc. and the
          stockholders of Bern

10.3      Registration Rights Agreement,         B         Exhibit 10.1
          dated June 10, 1996, between
          Registrant and the Bern
          Stockholders

10.4      Indemnification Agreement,             B         Exhibit 10.3
          dated June 10, 1996 between
          Registrant and the Bern
          Stockholders

10.5      Form of Amendment to Merger            C         Exhibit 10.9
          Agreement, dated June 11, 1997

10.6      Form of Settlement Agreement,          C         Exhibit 10.10
          dated August 28, 1997

10.7      Agreement and Plan of Merger,          D         Exhibit 2
          dated as of May 29, 1998, by
          and among the Company, CMT
          Acquisition Corp., Cell &
          Molecular Technologies, Inc.
          and the stockholders of Cell &
          Molecular Technologies, Inc.

10.8      Mortgage dated February 6,             E         Exhibit 10.11
          1997, with respect to premises
          located at 580 Marshall
          Street, Phillipsburg, NJ
          08865, assumed by the Company
          in connection with the CMT
          Merger

10.9      Amended and Restated                   N         Exhibit 10.1
          Employment Agreement dated
          March 21, 2006, between Joseph
          K. Pagano and the Company

10.10     Employment Agreement dated             G         Exhibit 10.15
          March 29, 2000, between Kevin
          Lee and Sentigen Biosciences,
          Inc.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                            INCORPORATED
EXHIBIT                                     BY REFERENCE       NO. IN
 NUMBER             DESCRIPTION            FROM DOCUMENT      DOCUMENT
-------   ------------------------------   -------------   -------------
<S>       <C>                              <C>             <C>
10.11     Option Agreement dated March           G         Exhibit 10.16
          29, 2000, between the Company
          and Kevin Lee

10.12     Amended and Restated                   N         Exhibit 10.2
          Employment Agreement dated
          March 21, 2006, between the
          Company, Cell & Molecular
          Technologies, Inc. and Thomas
          Livelli

10.13     Amendment to Stock Option              H         Exhibit 10.2
          Agreement, dated September 4,
          2003, between Joseph K. Pagano
          and the Company

10.14     Stock Option Agreement, dated          H         Exhibit 10.3
          April 30, 1999, between Joseph
          K. Pagano and the Company

10.15     Option Agreement, dated                N         Exhibit 10.1
          September 12, 2005, by and
          between the Company and Joseph
          K. Pagano

10.16     Employment Agreement dated             N         Exhibit 10.3
          March 21, 2006 by and between
          the Company and G. Scott
          Segler

10.17     2000 Performance Equity Plan,          I         Exhibit 10.21
          as amended

10.18     High Throughput Screening              I         Exhibit 10.22
          Support Services Agreement
          dated January 19, 2004 by and
          between Cell and Molecular
          Technologies, Inc. and Merck &
          Co., Inc. *

10.19     Lease Agreement for                    I         Exhibit 10.23
          approximately 11,000 square
          feet of laboratory and
          office/warehouse space at 445
          Marshall Street, Phillipsburg,
          New Jersey

10.20     Second Lease Amendment and             P         Exhibit 10.1
          Extension Agreement, dated
          July 13, 2005, between CMT and
          ZPF L.L.C.

10.21     CMT Equipment Loan, maturing           I         Exhibit 10.25
          May 2009

10.22     Agreement between the Trustees         J         Exhibit 10.1
          of Columbia University and
          Sentigen Biosciences dated May
          27, 2004.

10.23     Award/Contract between                 K         Exhibit 10.1
          Sentigen Holding Corp. and
          Technical Support Working
          Group

10.24     Study Agreement between Cell &         K         Exhibit 10.2
          Molecular Technologies, Inc.
          and Merck & Co. Inc.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                            INCORPORATED
EXHIBIT                                     BY REFERENCE       NO. IN
 NUMBER             DESCRIPTION            FROM DOCUMENT      DOCUMENT
-------   ------------------------------   -------------   -------------
<S>       <C>                              <C>             <C>
10.25     Promissory Note between Cell &         K         Exhibit 10.4
          Molecular Technologies, Inc.
          and PNC Bank

10.26     Letter Agreement, dated                Q         Exhibit 10.1
          December 16, 2005, between the
          Company and Ronald Newbold

10.27     Letter Agreement, dated                R         Exhibit 10.1
          December 30, 2005, between the
          Company and Fredrick B. Rolff

10.28     Form of Stock Option Agreement         L         Exhibit 10.2

10.29     Asset Purchase Agreement dated         M         Exhibit 10.1
          February 22, 2005 by and among
          Chemicon Specialty Media,
          Inc., Chemicon International,
          Inc. Serologicals Corporation,
          Sentigen Holding Corp. and
          Cell & Molecular Technologies,
          Inc.

10.30     Real Estate Purchase Agreement         M         Exhibit 10.2
          dated February 22, 2005 by and
          between Chemicon Specialty
          Media, Inc., Sentigen Holding
          Corp. and Cell & Molecular
          Technologies, Inc.

10.31     Escrow Agreement dated                 M         Exhibit 10.3
          February 22, 2005 by and among
          Chemicon Specialty Media,
          Inc., Chemicon International,
          Inc. Serologicals Corporation,
          Sentigen Holding Corp., Cell &
          Molecular Technologies, Inc.
          and Sun Trust Bank, N.A.

10.32     Transition Services Agreement          M         Exhibit 10.4
          by and between Chemicon
          Specialty Media, Inc.,
          Chemicon International, Inc.
          Serologicals Corporation,
          Sentigen Holding Corp. and
          Cell & Molecular Technologies,
          Inc.

10.33     Fourth Letter Amendment, dated         S         Exhibit 10.1
          January 12, 2006, between Cell
          & Molecular Technologies, Inc.
          and Merck & Co., Inc. to Fee
          for Service Agreement, dated
          June 27, 2001

21        List of Subsidiaries                   F         Exhibit 21

23.1      Consent of  Deloitte & Touche          *               *
          LLP

31.1      Certification of Thomas                *               *
          Livelli, Chief Executive
          Officer and President,
          pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                            INCORPORATED
EXHIBIT                                     BY REFERENCE       NO. IN
 NUMBER             DESCRIPTION            FROM DOCUMENT      DOCUMENT
-------   ------------------------------   -------------   -------------
<S>       <C>                              <C>             <C>
31.2      Certification of G. Scott              *               *
          Segler, Chief Financial
          Officer, pursuant to Section
          302 of the Sarbanes-Oxley Act
          of 2002.

32.1      Certification of Thomas                *               *
          Livelli, Chief Executive
          Officer and President,
          pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002,
          regarding the information
          contained in Sentigen Holding
          Corp.'s Annual Report on Form
          10-K for the year ended
          December 31, 2005.

32.2      Certification of G. Scott              *               *
          Segler, Chief Financial
          Officer, pursuant to Section
          906 of the Sarbanes-Oxley Act
          of 2002, regarding the
          information contained in
          Sentigen Holding Corp.'s
          Annual Report on Form 10-K for
          the year ended December 31,
          2005.
</TABLE>

*    Filed herewith.

A.   Company's Registration Statement on Form S-18 (Registration No.
     3-35537-NY).

B.   Company's Report on Form 8-K filed on June 26, 1996.

C.   Company's Annual Report on Form 10-K for the fiscal year ended May 31,
     1997.

D.   Company's Report on Form 8-K filed on June 15, 1998.

E.   Company's Report on Form 10-K for the fiscal year ended December 31, 1998.

F.   Company's Report on Form 10-K for the fiscal year ended December 31, 1999.

G.   Company's Report on Form 10-Q for the quarter ended March 31, 2000.

H.   Company's Report on Form 10-Q for the quarter ended September 30, 2003.

I.   Company's Report on Form 10-K for the fiscal year ended December 31, 2003.

J.   Company's Report on Form 10-Q for the quarter ended June 30, 2004.

K.   Company's Report on Form 10-Q for the quarter ended September 30, 2004.

L.   Company's Report on Form 8-K filed on January 7, 2005.

M.   Company's Report on Form 8-K filed on February 28, 2005.

N.   Company's Report on Form 8-K filed on March 23, 2006.

O.   Company's Report on Form 8-K filed on September 16, 2005.

P.   Company's Report on Form 8-K filed on July 19, 2005.

Q.   Company's Report on Form 8-K filed on December 16, 2005.

R.   Company's Report on Form 8-K filed on January 5, 2006.

S.   Company's Report on Form 8-K filed on January 18, 2006.