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| x       | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                                     |
|---------|------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                     |
|    | For the fiscal year ended December 31, 2009.                                                                                        |
|    |                                                                                                                                     |
| OR      |
|    |                                                                                                                                     |
|  o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.                                                |
|    |                                                                                                                                     |
|    | For the transition period from              to      |

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|                                                          |   |                                |
|---------------------------------------------------------------|--------|-------------------------------------|
| Delaware                                                      |   | 56-1668867                          |
| (State or other jurisdiction ofincorporation or organization) |   | (I.R.S. EmployerIdentification No.) |
|                                                          |   |
| 435 Devon Park Drive, Building 500,Wayne, Pennsylvania        |   | 19087                               |
| (Address of principal executive offices)                      |   | (Zip Code)                          |

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|                                    |   |                                      |
|-----------------------------------------|--------|-------------------------------------------|
| Title of each class                     |   | Name of each exchange on which registered |
| Common Stock, $.001 par value per share |   | NASDAQ Capital Market                     |

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| Large accelerated filer  o |    | Accelerated filer  o         |
|--------------------------------------|--------------|----------------------------------------|
|                                 |         |
| Non-accelerated filer  o   |    | Smaller reporting company  x |

|                                    |   |                          |
|-----------------------------------------|--------|-------------------------------|
| Class                                   |   | Outstanding at March 31, 2010 |
| Common Stock, $.001 par value per share |   | 3,388,173*                    |

| * | Does not include 38,765 shares which are held in treasury. |
|---|------------------------------------------------------------|

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| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
|---------------|--------------------------------------------------------|

|                             |         |   |         |                                                 |
|----------------------------------|--------------|--------|--------------|------------------------------------------------------|
| Name                             |    | Age    |    | Position(s) Held With Company                        |
|  Kai Lindevall, M.D., Ph.D. |    | 58     |    | Chief Executive Officer                              |
|  Philip L. Calamia          |    | 47     |    | Interim Chief Financial Officer                      |
|  Eeva-Kaarina Koskelo       |         | 53     |         | Vice President, Clinical Operations, Europe and Asia |

|         | · |   | Kai Lindevall, M.D., Ph.D. has been Chief Executive Officer of the Company since January 8, 2010.  From September 2008 until January 8, 2010, Dr. Lindevall served as President of European and Asian Operations of the Company.  From February 2008 to September 2008 Dr. Lindevall served as Chief Executive Officer and prior to that served as President, European and Asian operations of the Company from the Company’s acquisition of Encorium Oy (formerly Remedium Oy) on November 1, 2006.  Dr. Lindevall is the co-founder of Encorium Oy and, since 2002, Dr. Lindevall has served as President and Chief Executive Officer of Encorium Oy. He has also been Medical Director of Encorium Oy since its inception. Since October 2004, Dr. Lindevall has also served as Chairman of the Board of Encorium Oy. Dr. Lindevall previously served as Managing Director of Encorium Oy from its inception to 2002. Dr. Lindevall is also Co-Founder of Ipsat Therapies Oy/Ltd., a Finnish biotechnology company developing its proprietary IPSATTM (“Intestinal Protection System in Antibiotic Treatment”) family of products for the prevention of hospital infections and antibiotic resistance. From October 2002 until February 2005, Dr. Lindevall served as Chairman of the Board of Ipsat Therapies and from March 2005 until March 2006 served as member of its board of directors. Dr. Lindevall has a Ph.D. in Pharmacology and an M.D. from the University of Tampere in Finland. |
|--------------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|    | · |   | Philip L. Calamia has served as Interim Chief Financial Officer of the Company since May, 2008.  Mr. Calamia has been a principal in the consultancy firm CFO Navigator since December, 2009.  From May, 2003 until December, 2009, Mr. Calamia was a partner of the consultancy firm Candor Partners (formerly known as PVG Corporation).  Prior to joining Candor, from May 2003 to September 2005, Mr. Calamia served as Chief Financial Officer of Management Recruiters, International, Inc., a global leader in the staffing solutions business, and a subsidiary of CDI Corp., a NYSE company.  From September 2002 to May 2003, Mr. Calamia was the Chief Financial Officer for Maxwell Systems, the leading provider in back office software for the construction and trade industry. Previously, Mr. Calamia also served in a number of financial management roles for US Interactive, a publicly traded professional services firm specializing in software and Internet based solutions. Mr. Calamia holds a Bachelor of Arts in Economics from East Stroudsburg University and is a Certified Public Accountant licensed in Pennsylvania (inactive status).                                                                                                                                                                                                                                                                                                                                              |
|         |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|         | · |   | Dr.Eeva-Kaarina Koskelo has served as Vice President, Clinical Operations, Europe and Asia of Encorium Oy since joining Encorium Oy in August 2008. Dr. Koskelo has over 20 years of experience in related clinical research in academic, biotechnology and pharmaceutical fields with a rich multicultural background with residencies held in Finland, U.S. and South Africa. Prior to joining Encorium Oy from 1997 to 2008 Dr. Koskelo worked at Quintiles, most recently in the position of Director, Project Management. Dr. Koskelo received her Ph.D. and M.S. in Nutrition from the University of Helsinki, and her Executive MBA from the School of Economics in Helsinki, Helsinki, Finland in 1991.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

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|                                       |         |   |         |                |         |                                                                                                                 |
|--------------------------------------------|--------------|--------|--------------|---------------------|--------------|----------------------------------------------------------------------------------------------------------------------|
| Name                                       |    | Age    |    | Director Since |    | Principal Occupation                                                                                                 |
|  Kai Lindevall, M.D., Ph.D. |    | 58     |    | 2006                |    | Chief Executive Officer                                                                                              |
| Shahab Fatheazam                      |    | 58     |    | 2008                |    | Managing Director and head of the U.S. healthcare practice of Lincoln Financial                                      |
| Sari Laitinen                              |    | 43     |    | 2009                |    | Founder and owner of Sari Laitinen, US Legal Counsel, a US legal services firm established in 2006 in Espoo, Finland |
| Petri Manninen                             |    | 40     |    | 2006                |    | Owner of Lakiasiaintoimisto Lakituki Oy, a legal services firm in Finland                                            |
| David Morra                                |    | 54     |    | 2008                |    | Managing Director of Union Partners, LLC                                                                             |

|         | • |   | Kai Lindevall, M.D., Ph.D. Dr. Lindevall’s biographical information appears above under the caption “Executive Officers.”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------------|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    | • |   | Shahab Fatheazam has served as a director of the Company since November 2008 and was appointed Chairman of the Board in November 2009.  Since January 2010 Mr. Fatheazam has served as Managing Director and Head of Healthcare Practice of Lincoln International LLC,a leading international investment banking advisory firm.  Prior to January 2010, Mr. Fatheazam served as Managing Director and head of the U.S. healthcare practice of GCA Savvian.  Mr. Fatheazam joined GCA Savvian in 2004 from Vector Securities, a premier healthcare specialty firm, where he was a partner. Prior to helping to form Vector Securities, he was co-head of Paine Webber’s Lifescience Division.  He began his career on Wall Street with Kidder, Peabody & Co, where, in 1980, he became a partner and senior executive in Kidder’s international corporate finance unit. Mr. Fatheazam holds a BA and MA from Cambridge University in England and an MBA from Columbia University. Mr. Fatheazam sits on the boards of two non-public biotechnology companies and is a Trustee at Chicago University’s Harris School. He is a member of the Economics Club in Chicago. |
|    | • |   | Sari Laitinen has served as a director of the Company since November 7, 2009. Ms. Laitinen is the founder and owner of Sari Laitinen, US Legal Counsel, a US legal services firm established in 2006 in Espoo, Finland. Prior to 2006, Ms. Laitinen served as Director, US Capital Markets, with Ernst & Young Oy based in Helsinki, Finland. From 1999 until 2004 Ms. Laitinen was an attorney at the Corporate Finance and Securities Practice Group of Robins, Kaplan, Miller & Ciresi L.L.P. where she was elected partner in 2002. Ms. Laitinen was also previously an attorney with Lindquist & Vennum LLP in Minneapolis, MN and King & Spalding in Atlanta, GA. Ms. Laitinen serves on the Board of Directors of Oy Free Drop Innovations Ltd, a privately owned golf technology company in Espoo, Finland.  Ms. Laitinen received her B.A. and Juris Doctor degrees from Hamline University, St. Paul, MN and is licensed to practice law in two US states.  She has also written a book on legal risk management in the USA.                                                                                                                                                                             |
|         | • |   | Petri Manninen, LL.M. has been a director of the Company since the Company’s acquisition of Encorium Oy (formerly Remedium Oy) on November 1, 2006.  Mr. Manninen has 7 years of experience from CRO industry by serving as a director of the Board of Encorium Oy and its subsidiaries.  Mr. Manninen has served as a lawyer with Lakiasiaintoimisto Lakituki Oy, a Finnish based law firm, since December 1999.  Since December 1994, Mr. Manninen has also served as the secretary, treasurer and executive of Paavo Nurmi Foundation, a non-profit organization supporting research in the field of cardiovascular diseases.  Mr. Manninen has 12 years of experience in the practice of law and tax consulting.  He has published several books and articles in Finnish and foreign law reviews.  Mr. Manninen has a Master of Laws Degree from the University of Helsinki and an LL.M. in European Community Law from the University of Leiden in The Netherlands.                                                                                                                                                                               |

----

|   | • |   | David Morra has been as a director of the Company since September 2008. Mr. Morra is a Managing Director of Union Partners, LLC, a private equity and performance acceleration firm.  In this capacity, he provides executive oversight for consulting engagements and acquisition activities for targeted companies.  Previously, Mr. Morra served as Chief Executive Officer of Omnicare Clinical Research, Inc.  During his five and one half year tenure at Omnicare, the Company grew to 1300 employees operating in 30 countries, including its first ventures in India and China. Mr. Morra was also an officer of Omnicare Clinical Research’s parent company, Omnicare, Inc., a NYSE fortune 500 company which is the leading provider of pharmaceutical care for seniors in the United States.  Prior to Omnicare, Mr. Morra spent 22 years in the pharmaceutical and medical imaging industries in sales, marketing and general management positions. Mr. Morra earned a B.S. Degree from Providence College in 1977 and a Management Certificate from Wharton in 1991. |
|--------|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|                                                        |   |   |   |   |    |      |   |   |                |               |   |   |                        |         |   |   |                |         |   |   |    |   |   |
|-------------------------------------------------------------|--------|--------|--------|--------|---------|-----------|--------|--------|---------------------|--------------------|--------|--------|-----------------------------|--------------|--------|--------|---------------------|--------------|--------|--------|---------|--------|--------|
| Name and Principal Position                                 |   | Year   |   | Salary |    |      | Bonus  |   |                | Option Awards |   |   | All Other Compensation |         |   | Total  |                |         |
| Dr. David Ginsberg (1)                                      |   | 2009   |   | $      | 161,343 |      |   |   | —   |               |   | $      | —           |         |   | $      | 211,500             | (2)(3)       |   | $      | 372,843 |   |   |
|   Chief Executive Officer                         |   | 2008   |   | $      | 151,744 |  (4) |   |   | —   |               |   | $      | 303,750                     |  (5)(1) |   |   | —   | (3)          |   | $      | 455,494 |   |   |
|                                                        |   |   |   |   |    |      |
| Dr. Kai Lindevall,                                     |   | 2009   |   | $      | 336,355 | (6)       |   |   | —   |               |   |   | —           |         |   | $      | 36,270              | (3)(7)       |   |   | 372,625 |   |   |
|   Chief Executive Officer                         |   | 2008   |   | $      | 349,953 | (6)       |   |   | —   |               |   |   | —           |         |   | $      | 49,722              |  (3)(7) |   | $      | 399,675 |   |   |
|                                                        |   |   |   |   |    |      |
| Philip L. Calamia                                           |   | 2009   |   | $      | 406,500 |      |   |   | —   |               |   | $      | —           |         |   |   | —   | (4)          |   | $      | 406,500 |   |   |
|   Interim Chief Financial Officer                 |   | 2008   |   | $      | 311,750 |      |   |   | —   |               |   | $      | 8,500                       | (5)          |   |   | —   | (4)          |   | $      | 320,250 |   |   |
|                                                        |   |   |   |   |    |      |   |   |                |               |   |   |                        |         |   |   |                |         |   |   |    |   |   |
| Dr. Eeva-Kaarina Koskelo (8)                                |   | 2009   |   | $      | 142,197 | (9)       |   |   | —   |               |   | $      | —           |         |   | $      | 13,247              | (3)(9)       |   | $      | 155,444 |   |   |
|     Vice President, Clinical Operations |   | 2008   |   | $      | 78,992  | (9)       |   |   | —   |               |   | $      | 2,445                       | (5)          |   |   | 5,102               | (3)(9)       |   |   | 86,539  |   |   |
|                                                        |   |   |   |   |    |      |   |   |                |               |   |   |                        |         |   |   |                |         |   |   |    |   |   |
|                                                        |   |   |   |   |    |      |   |   |                |               |   |   |                        |         |   |   |                |         |   |   |    |   |   |

| (1) | Dr. Ginsberg’s employment with the Company was terminated in connection with the sale of the Company’s U.S. line of business on July 16, 2009.  In connection with the termination of Dr. Ginsberg’s employment on July 16, 2009, all options held by Dr. Ginsberg remained unexercised and forfeited as of October 16, 2009.                                             |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Includes $211,500 paid in connection with the termination of Dr. Ginsberg’s employment with the Company pursuant to the Separation and Mutual Release between Dr. Ginsberg and the Company dated July 16, 2009.                                                                                                                                                                                 |
| (3) | Does not include perquisites and other personal benefits which involved an aggregate incremental cost to the Company during 2009 and 2008, as applicable, of less than $10,000.                                                                                                                                                                                                                       |
| (4) | Dr. Ginsberg served as a consultant to the Company from November 12, 2007 until June 30, 2008. Dr. Ginsberg became the President and Chief Executive of the Company on September 9, 2008. $53,300 of the amount paid in 2008 was for services as a consultant during 2008.                                                                                                   |
| (5) | Pursuant to newly effective requirements of the Securities and Exchange Commission, the amounts set forth represent the aggregate grant date fair value of the option awards, computed in accordance with FASB ASC Topic 718, rather than the expense recognized pursuant to SFAS 123 (R). The value of prior year grants has been restated to conform to the newly required presentation.  |
| (6) | Payable in Euros. The payments have been translated into U.S. dollars at the average exchange rate for 2009 of 1.00 EUR ~ 1.39 USD and for 2008 of 1.00 EUR ~ 1.47 USD.                                                                                                                                                                                                                               |
| (7) | Includes $24,620 and $25,235 which represents automobile lease payments for 2009 and 2008, respectively reimbursed to Dr. Lindevall by the Company. The lease payments were payable in Euros and have been translated into U.S. dollars at the average exchange rate for 2009 of 1.00 EUR  ~  1.39 USD and for 2008 of 1.00 EUR ~ 1.47 USD.                                  |
| (8) | Dr. Koskelo’s employment with the Company commenced on August 16, 2008.                                                                                                                                                                                                                                                                                                                         |
| (9) | Represents automobile lease payments reimbursed to Ms. Koskelo by the Company.  The lease payments were payable in Euros and have been translated into U.S. dollars at the average exchange rate for 2009 of 1.00 EUR  ~  1.39  USD and for 2008 of 1.00 EUR ~ 1.47 USD.                                                                                 |

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|   | • | Disability—within one year after termination                           |
|--------|---------|------------------------------------------------------------------------------|
|   |    |                                                                         |
|   | • | Death—within one year after the date of death                          |
|   |    |                                                                         |
|   | • | Termination other than for cause-within 90 days from the date of termination |

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|                                                                      |         |                                                                                        |   |   |                                                                                          |   |   |                                     |   |   |                             |
|---------------------------------------------------------------------------|--------------|---------------------------------------------------------------------------------------------|--------|--------|-----------------------------------------------------------------------------------------------|--------|--------|------------------------------------------|--------|--------|----------------------------------|
| Name                                                                      |    | Number of Securities Underlying Unexercised Options(#) Exercisable |   |   | Number of Securities Underlying Unexercised Options(#) Unexercisable |   |   | Option Exercise Price ($) |   |   | Option Expiration Date |
| David Ginsberg, D.O.                                                      |    | —                                                                           | (1)    |   | —                                                                             |   |   | —                        | (1)    |   | —                |
|     Chief Executive Officer                           |    |                                                                                        |   |   |                                                                                          |   |   |                                     |   |   |                             |
|                                                                      |         |                                                                                        |   |   |
| Kai Lindevall, M.D. Ph.D.                                                 |    | —                                                                           | (1)    |   | —                                                                             |   |   | —                        | (1)    |   | —                |
|     Executive Chairman and President, Europe and Asia |    |                                                                                        |   |   |                                                                                          |   |   |                                     |   |   |                             |
|                                                                      |         |                                                                                        |   |   |                                                                                          |   |   |                                     |   |   |                             |
| Philip L. Calamia                                                         |    | 6,250                                                                             | (2)    |   | ___                                                                                           |   |   | 2.00                                     |   |   | 12/05/2018                       |
|     Interim Chief Financial Officer                   |    |                                                                                        |   |   |                                                                                          |   |   |                                     |   |   |                             |
|                                                                      |         |                                                                                        |   |   |                                                                                          |   |   |                                     |   |   |                             |
| Dr. Eeva-Karrina Koskelo                                                  |         | 625                                                                                         |   |   | 1250                                                                                          | (3)    |   | 1.92                                     |   |   | 12/03/2018                       |

| (1) | Dr. Ginsberg’s employment with the Company was terminated effective July 16, 2009.  No options remained outstanding at year-end. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | These options are held by Candor Partners (formerly known as PVG Corporation), of which Mr. Calamia was a principal at the time of grant.        |   |
| (3) | 625 options are exercisable on each of December 3, 2010 and December 3, 2011.                                                                         |   |

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| Name                            |                                                                                                                                                                                                                                           | Fees earned or paid in cash ($) |    | Option Awards ($)  (1)(2) |    |  All other compensation ($)  (3) |    | Total ($) |
|---------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------|--------------|-----------------------------------------------|--------------|-----------------------------------------------------------|--------------|----------------|
| Shahab Fatheazam           |                                                                                                                                                                                                                                           | 25,000                                         |    | 21,300                                        |    | —                                         |    | 46,300         |
| Sari Laitinen (4)               |                                                                                                                                                                                                                                                | 0                                              |         | 8,150                                         |         |                                                      |         | 8,150          |
| David Morra                |                                                                                                                                                                                                                                           | 25,000                                         |    | 21,300                                        |    | —                                         |    | 46,300         |
| Petri Manninen             |                                                                                                                                                                                                                                           | 25,000                                         |    | 21,300                                        |    | —                                         |    | 46,300         |
| Dr. Jyrki Mattila(5)  |                                                                                                                                                                                                                                           | 20,833                                         |    | 4,250                                         |    | —                                         |    | 25,083         |
|                            |                                                                                                                                                                                                                                                |                                           |         |                                          |         |                                                      |         |           |
| (1)                             | The amounts set forth represent the aggregate grant date fair value of the option awards computed in accordance with FASB ASC Topic 718.                                                                                                            |                                           |         |                                          |
| (2)                             | At fiscal year end the aggregate number of options outstanding for each director was as follows: Shahab Fatheazam—11,875; Sari Laitinen— 3,125; David Morra—12,500; Petri Manninen-11,875; and Dr. Jyrki Mattila-5,625. |                                           |         |                                          |
| (3)                             | Does not include perquisites and personal benefits which, in the case of each of our directors, involved an aggregate incremental cost to the Company during 2009 of less than $10,000.                                                             |                                           |         |                                          |
| (4)                             | Ms. Laitinen was appointed to the Board of Directors on November 7, 2009.  Ms Laitinen waived all fees payable to her for board service in 2009.                                                                                          |                                           |         |                                          |
| (5)                             | Dr. Mattila resigned from the Board of Directors effective as of November 7, 2009.                                                                                                                                                                  |                                           |         |                                          |

|                                                            |         |                                                                                                                                                  |         |   |                                       |         |
|-----------------------------------------------------------------|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|--------|--------------------------------------------|--------------|
| Name of Beneficial Owner (1)(2)                                 |    | Amount and Nature of Beneficial Ownership  (3)                                                                          |         |   | Percentage of Outstanding Shares |         |
| Dr. Kai Lindevall                                          |    | 252,666                                                                                                                                               | (4)          |   | 7.44                                       | %       |
| Philip L. Calamia                                               |    | 6,250                                                                                                                                                 |         |   | *                                          |         |
| Dr. Eeva-Kaarina Koskelo                                        |         | 5,012                                                                                                                                                 |         |   | *                                          |         |
| Shahab Fatheazam                                                |    |                         1,875 |         |   | *                                          |         |
| Sari Laitinen                                                   |    | —                                                                                                                                     |    |   | —                          |    |
| David Morra                                                     |    | 2,083                                                                                                                                                 |    |   | *                                          |    |
| Petri Mikael Manninen                                           |    | 51,430                                                                                                                                                | (5)          |   | 1.5                                        | %       |
| All executive officers and directors as a group (seven persons) |    | 319,316                                                                                                                                               |    |   | 9.36                                       | %       |
|                                                            |         |                                                                                                                                                  |
| Ilari Koskeloc/o Navdata OyEskolante 100720Helsinki, Finland    |    | 717,053                                                                                                                                               | (6)          |   | 21.2                                       | %       |
|                                                            |         |                                                                                                                                                  |

|   |                                                                                                                                             |   |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| *      | Less than 1% of the outstanding Common Stock.                                                                                                    |   |   |   |
| (1)    | Unless otherwise noted, we believe that all persons have sole voting and investment power with respect to all shares beneficially owned by them. |
| (2)    | Unless otherwise noted, the address of such persons is: c/o Encorium Group, Inc., 435 Devon Park Drive, Building 500, Wayne, PA 19087.           |

----

| (3) | The amounts shown include shares which may be acquired currently or within 60 days of April 15, 2010 through the exercise of stock options, as follows: Dr. Lindevall—7,814; Mr. Calamia—6,250; Mr. Fatheazam—1,875; Ms. Laitinen —0; Mr. Manninen—3,542 shares; Mr. Morra—2,083; and all current executive officers and directors as a group— 21,564 shares. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4) | Includes 23,486 shares owned indirectly that are held by Dr. Lindevall’s spouse, as to which Dr. Lindevall disclaims beneficial ownership.                                                                                                                                                                                                                                                                            |
| (5) | Includes 39,249 shares held indirectly by NTGLT Pharma BVBA of which Mr. Manninen is the managing director.                                                                                                                                                                                                                                                                                                                      |   |
| (6) | As per the Form 4 filed by Mr. Koskelo on January 21, 2010.                                                                                                                                                                                                                                                                                                                                                                           |   |   |

| Plan Category                                              | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights* |    | (b) Weighted- average exercise price of outstanding options, warrants and rights* |           | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))* |
|------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------|--------------|---------------------------------------------------------------------------------------------------------------------------|---------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Equity compensation plans approved by security holders     | 75,417                                                                                                                                   |    | $                                                                                                                         | 5.93                |                                                                                                                                                                                          | 158,535 |
| Equity compensation plans not approved by security holders | —                                                                                                                        |    |                                                                                                                      | —   |                                                                                                                                                                                          | —   |
|                                                       |                                                                                                                                     |    |                                                                                                                      |                |                                                                                                                                                                                          |   |
| Total                                                      | 75,417                                                                                                                                   |    | $                                                                                                                         | 5.93                |                                                                                                                                                                                          | 158,535 |

----

|               |   | 2009   |    |   | 2008   |   |
|--------------------|--------|--------|---------|--------|--------|--------|
| Audit Fees         |   | $      | 227,500 |   |   |   | - |   |
| Audit Related Fees |   |   | -       |   |   |   | - |   |
| Tax Fees           |   |   | -       |   |   |   | - |   |
| All Other Fees     |   |   | -       |   |   |   | - |   |
|               |   |   |    |   |   |   |   |   |
| Total Fees         |   | $      | 227,500 |   |   |   | - |   |

----

|               |   | 2009   |   |   | 2008   |   |
|--------------------|--------|--------|--------|--------|--------|--------|
| Audit Fees         |   | $      | 25,000 |   |   | $      | 437,366 |   |
| Audit Related Fees |   |   | -      |   |   |   | 7,047 |   |
| Tax Fees           |   |   | -      |   |   |   | - |   |
| All Other Fees     |   |   | -      |   |   |   | 22,500 |   |
|               |   |   |   |   |   |   |   |   |
| Total Fees         |   | $      | 25,000 |   |   | $      | 466,913 |   |

| (a) | Financial Statement Schedules – NONE |
|-----|--------------------------------------------|

| (b) | Exhibits |
|-----|----------|

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| 2.1   |   | - |    | Combination Agreement by and among Covalent Group, Inc., Kai Lindevall, Jan Lilja, Sven-Erik Nilsson, Vesa Manninen, Seppo Oksanen, Heikki Vapaatalo, Riitta Korpela, Agneta Lindevall, and NTGLT PHARMA BVBA incorporated by reference to Exhibit 2.1 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2006.                                        |
|-------|--------|---|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.2   |   | - |    | Amended and Restated Combination Agreement dated as of July 6, 2006 by and among Covalent Group, Inc., Kai Lindevall, Jan Lilja, Sven-Erik Nilsson, Vesa Manninen, Seppo Oksanen, Heikki Vapaatalo, Riitta Korpela, Agneta Lindevall, and NTGLT PHARMA BVBA incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2006. |
| 2.3   |   | - |         | Asset Purchase Agreement between Encorium Group, Inc. and Pierrel Research USA Inc. dated July 16, 2009 incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2009.                                                                                                                                                    |
| 3.1   |   | - |    | Certificate of Incorporation of Covalent Group, Inc., filed with the Secretary of State of the State of Delaware on April 16, 2002 incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2002.                                                                                                                |
| 3.2   |   | - |    | Certificate of Amendment of Certificate of Incorporation of Covalent Group, Inc. incorporated by reference to Exhibit 3.2 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 2, 2007.                                                                                                                                                                           |
| 3.3   |   | - |         | Certificate of Amendment of Certificate of Amendment of Certificate of Incorporation of Encorium Group, Inc. incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2010.                                                                                                                                           |
| 3.4   |   | - |    | Second Amended and Restated Bylaws of Encorium Group, Inc. incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2008.                                                                                                                                                                                       |
| 4.1*  |   | - |    | Form of Non-Qualified Stock Option Award Agreement incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2006.                                                                                                                                                                                                |
| 4.2*  |   | - |    | Form of Incentive Stock Option Award Agreement incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2006.                                                                                                                                                                                                    |
| 10.1* |   | - |    | Covalent Group, Inc. 2002 Equity Incentive Plan incorporated by reference to Appendix E to our Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2002.                                                                                                                                                                                                            |
| 10.2* |   | - |    | Amended and Restated Covalent Group, Inc. 1996 Stock Incentive Plan incorporated by reference to Annex A of our Definitive Proxy Statement filed with the Securities and Exchange Commission on May 1, 2000.                                                                                                                                                                                              |
| 10.3* |   | - |    | Covalent Group, Inc. 2006 Equity Incentive Plan incorporated by reference to Appendix D of our Definitive Proxy Statement filed with the Securities and Exchange Commission on September 15, 2006.                                                                                                                                                                                                        |
| 10.4  |   | - |    | Second Amendment to Lease between Dean Witter Realty Income Partnership II, L.P. and Covalent Group, Inc. dated November 14, 1996 incorporated by reference to Exhibit 10.3 to our Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on March 30, 1998.                                                                                                                 |
| 10.5  |   | - |         | Fourth Amendment to Lease between FV Office Partners, L.P. (successor to Dean Witter Realty Income Partnership III, L.P.) and Covalent Group, Inc. dated November 27, 2001 incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on April 1, 2002.                                                                        |
| 10.6  |   | - |         | Fifth Amendment to Lease between FV Office Partners, L.P. and Covalent Group, Inc. dated December 13, 2002 incorporated by reference to Exhibit 10.23 to our Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on March 31, 2003.                                                                                                                                            |
| 10.7  |   | - |         | Sixth Amendment to Lease between Glenhardie Partner, LP , successor in interest to FV Office Partners, L.P and Encorium Group, Inc. dated July 2, 2008 incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2008.                                                                                                |
| 10.8  |   | - |         | Seventh Amendment to Lease between Glenhardie Partner, LP , successor in interest to FV Office Partners, L.P and Encorium Group, Inc. incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 26, 2008.                                                                                                              |
| 10.9  |   | - |         | Eighth Amendment to Lease by and among Glenhardie Partners, LP, Encorium Group, Inc. and Pierrel Research USA Inc. dated July 16, 2009 incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2009.                                                                                                                                    |

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|  10.10* |   | -       |   | Form of Indemnification Agreement between Covalent Group, Inc., a Delaware Corporation, and its officers and directors incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-QSB filed with the Securities and Exchange Commission on August 13, 2002.                    |
|--------------|--------|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.11*       |   | -       |   | Executive Employment Agreement between Encorium Group, Inc. and David Ginsberg dated December 3, 2008 incorporated by reference to our Current Report on Form 8-K filed with the Securities Exchange Commission on December 9, 2008.                                                                       |
| 10.12*       |   | -       |   | Severance Agreement between Encorium Group, Inc. and David Ginsberg dated December 3, 2008 incorporated by reference to our Current Report on Form 8-K filed with the Securities Exchange Commission on December 9, 2008.                                                                                  |
| 10.13*       |   | -       |   | Amended and Restated Non-Qualified Stock Option Award Agreement for David Ginsberg incorporated by reference to our Current Report on Form 8-K filed with the Securities Exchange Commission on November 10, 2008.                                                                                         |
| 10.14*       |   | -       |   | Separation and Mutual Release Agreement between Encorium Group, Inc. and Dr. David Ginsberg dated July 16, 2009 incorporated by reference to our Current Report on From 10-K filed with the Securities and Exchange Commission on July 22, 2009.                                                           |
| 10.15*       |   | -       |   | Services Agreement between Encorium Group, Inc. and Penn Valley Group dated May 8, 2008 incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2008.                                                                  |
| 10.16*       |   | -       |   | Non-Qualified Stock Option Award Agreement for PVG Corporation incorporated by reference to our Current Report on Form 8-K filed with the Securities Exchange Commission on December 9, 2008.                                                                                                              |
| 10.17*       |   | -       |   | Employment Agreement among Encorium Group, Inc., Encorium Oy and Kai Lindevall effective January 1, 2010 incorporated by reference to our Current Report on From 8-K filed with the Securities and Exchange Commission on January 14, 2010.                                                                |
| 10.18        |   | -       |   | Securities Purchase Agreement dated as of May 8, 2007 by and among Encorium Group, Inc., Capital Ventures International and Enable Growth Partners, LP incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2007. |
| 10.19        |   | -       |   | Form of Warrant issued May 9, 2007 incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2007.                                                                                                                          |
| 10.20        |   | -       |   | Form of Exchange Agreement incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2009.                                                                                                                              |
| 10.21        |   | -       |   | Form of Exchange Warrant incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2009.                                                                                                                                |
| 10.22        |   | -       |   | Lease between Encorium Oy and Mutual Pension Insurance Company effective October 1, 2008 incorporated by reference to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 27, 2009.                                                                                  |
| 10.23        |   | -       |   | Pledge Agreement between Encorium Group, Inc. and Pierrel Research USA Inc. dated July 16, 2009 incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2009.                                                                            |
| 10.24        |   | -       |   | Subscription Agreement dated October 16, 2009 incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2009.                                                                                                                           |
| 10.25*       |   | -       |   | Employment Agreement between Encorium Oy and Eeva-Kaarina Koskelo dated June 9, 2008 incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2010.                                                                                    |
| 10.26        |   |  - |   | Loan Agreement between Finnvera and Encorium Oy dated December 16, 2009 incorporated by reference to our Annual Report on Form 10-K files with the Securities and Exchange Commission on April 19, 2010.                                                                                                   |
| 10.27        |   | -       |   | Agreement for an Account with Overdraft Facility between Handelsbanken and Encorium Oy dated February 9, 2005.  Filed herewith.                                                                                                                                                                  |
| 10.28        |   | -       |   | Agreement for an Account with Overdraft Facility between Sampo Bank Oy and Encorium Oy dated February 21, 2006. Filed herewith.                                                                                                                                                                            |
| 31.1         |   | -       |   | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.                                                                                                                               |
| 31.2         |   | -       |   | Certification of Principal Accounting Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.                                                                                                                          |
| 32.1         |   | -       |   | Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.                                                                                                                                                                     |
| 32.2         |   | -       |   | Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.                                                                                                                                                                     |

| * | This exhibit is a management contract or arrangement required to be filed as an exhibit to this report. |
|---|---------------------------------------------------------------------------------------------------------|

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|                  |   |   |   |   |   |   |   |
|-----------------------|--------|--------|--------|--------|--------|--------|--------|
| ENCORIUM GROUP, INC.  |   |   |   |   |   |
|                  |   |   |   |   |
| Dated: April 30, 2010 |   |   |   |   |

|   |   |                                                                                |   |
|--------|--------|-------------------------------------------------------------------------------------|--------|
| By:    |   | /s/ Dr. Kai Lindevall, M.D., Ph.D                                                   |   |
|   |   | Dr. Kai Lindevall, M.D., Ph.D. Chief Executive Officer (PrincipalExecutive Officer) |   |

|   |   |                                                                                |   |
|--------|--------|-------------------------------------------------------------------------------------|--------|
| By:    |   | /s/ Dr. Kai Lindevall, M.D., Ph.D                                              |   |
|   |   | Dr. Kai Lindevall, M.D., Ph.D. Chief Executive Officer (PrincipalExecutive Officer) |   |

|   |   |                                                                           |   |
|--------|--------|--------------------------------------------------------------------------------|--------|
| By:    |   | /s/ Philip L. Calamia                                                          |   |
|   |   | Philip L. CalamiaInterim Chief Financial Officer(Principal Accounting Officer) |   |

|   |   |                                                                                |   |
|--------|--------|-------------------------------------------------------------------------------------|--------|
| By:    |   | /s/ Dr. Kai Lindevall, M.D., Ph.D                                                   |   |
|   |   | Dr. Kai Lindevall, M.D., Ph.D. Chief Executive Officer (PrincipalExecutive Officer) |   |

|    |   |                |   |
|--------------|--------|---------------------|--------|
| By:          |   | /s/ David Morra     |   |
|         |   | David MorraDirector |   |

|   |   |                   |   |
|--------|--------|------------------------|--------|
| By     |   | /s/ Petri Manninen     |   |
|   |   | Petri ManninenDirector |   |

|    |   |                  |   |
|--------------|--------|-----------------------|--------|
| By:          |   | /s/ Sari Laitinen     |   |
|         |   | Sari LaitinenDirector |   |

|    |   |                     |   |
|--------------|--------|--------------------------|--------|
| By:          |   | /s/ Shahab Fatheazam     |   |
|         |   | Shahab FatheazamDirector |   |

----

|    |         |                                                                                                                                                              |   |   |
|---------|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| Exhibit |    | Description                                                                                                                                                       |   |   |
| 10.27   |         | Agreement for an Account with Overdraft Facility between Handelsbanken and Encorium Oy dated February 9, 2005.                                               |   |   |
|    |         |                                                                                                                                                              |   |   |
| 10.28   |         | Agreement for an Account with Overdraft Facility between Sampo Bank Oy and Encorium Oy dated February 21, 2006.                                                   |   |   |
|    |         |                                                                                                                                                              |   |   |
| 31.1    |         | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |   |   |
|    |         |                                                                                                                                                              |   |   |
| 31.2    |    | Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.      |   |   |
|    |         |                                                                                                                                                              |   |
| 32.1    |    | Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                            |   |   |
|    |         |                                                                                                                                                              |   |
| 32.2    |    | Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                            |   |   |

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