##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2007
  Commission File
    No. 001-11182
 BIO-IMAGING TECHNOLOGIES,
    INC. (Exact name of
    Registrant as specified in its Charter)
  Delaware

11-2872047(State or Other Jurisdiction of
    
    Incorporation or Organization)

(I.R.S. Employer 
    Identification No.)826 Newtown-Yardley Road, 
    Newtown, Pennsylvania(Address of Principal
    Executive Offices)

18940-1721(Zip Code)   (267) 757-3000
 (Registrants Telephone
    Number, Including Area Code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.00025 par value per share

NASDAQ Global Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated filer
    o

Accelerated filer
    o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company þ   Rule 12b-2 o þ
      Class

Number of SharesCommon Stock, $.00025 par value

11,946,248   Form 10-K:




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##### 





TABLE
    OF CONTENTS
   
 Item



PagePART I1.


Business


11A.


Risk Factors


71B.


Unresolved Staff Comments


142.


Properties


143.


Legal Proceedings


144.


Submission of Matters to a Vote of Security
    Holders


14PART II5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


146.


Selected Financial Data


177.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


177A.


Quantitative and Qualitative Disclosures About
    Market Risk


288.


Financial Statements and Supplementary Data


299.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


539A.


Controls and Procedures


539B.


Other Information


54PART III10.


Directors, Executive Officers and Corporate
    Governance


5411.


Executive Compensation


5412.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


5413.


Certain Relationships and Related Transactions
    and Director Independence


5414.


Principal Accounting Fees and Services


55PART IV15.


Exhibits, Financial Statement Schedules


55Consent of PricewaterhouseCoopers LLPCertification of principal executive officer pursuant to Section 302Certification of principal financial and accounting officer pursuant to Section 302Certification of principal executive officer pursuant to Section 906Certification of principal financial and accounting officer pursuant to Section 906   i




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##### Table of Contents



PART I  Item 1.
    Business.  General
            tm tm
  267-757-3000. Form 10-K
 1




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##### Table of Contents



http://www.sec.gov 1-800-SEC-0330.
  Business
    Services
  Pharmaceutical
    Services Division
  Core Laboratory Services.
    tm
  tm
  tm tm tm
  tm tm tm
  tm tm tm
  Other Services.
 2




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##### Table of Contents



CapMed
    Division
  tm tm
  Target
    Markets
      Phase
    II  Clinical Trials
    Phase
    III  Clinical Trials
    Phase
    IV  Post Approval Studies
      Cancer
    Therapeutics
     3




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##### Table of Contents



Musculoskeletal
    Therapeutics
      Central
    Nervous System and Neurovascular Therapeutics
    Cardiovascular
    Therapeutics
    Diagnostic
    Imaging Agents
    Market
    Trends
    
    FDA initiatives to streamline the regulatory submission and
    review process that are being implemented continue to have a
    beneficial impact on us. The FDA is investing in new information
    technology and is continuing the process of formulating and
    disseminating guidelines for standardizing the submission of
    electronic data, including medical images. We expect submission
    of image data to continue to be a requirement in key therapeutic
    and diagnostic areas for evaluating the effectiveness of a drug
    or imaging agent.
    Consolidation, restructuring and downsizing in the
    pharmaceutical industry in response to downward pressure on
    certain pharmaceutical and biotechnology companies drug
    prices has resulted in increased outsourcing of certain research
    and development activities. 4




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##### Table of Contents




    Overall, growth in pharmaceutical and biotechnology research and
    development spending is increasing. As a result, we believe that
    the outsourcing of development activities should like-wise
    increase.
    New classes of drugs to treat conditions traditionally evaluated
    by imaging are entering or progressing through the clinical
    development pipeline, leading to increased demand for medical
    imaging-related services. In addition, we believe that digital
    technologies for data acquisition and management are penetrating
    the radiology community.
    We believe that as pharmaceutical and biotechnology companies
    increasingly attempt to expand the market for new drugs by
    conducting clinical trials and pursuing regulatory approval in
    multiple countries simultaneously, contract service
    organizations with a global presence and expertise will continue
    to benefit.    Intellectual
    Property
  tm tm tm tm tm tm tm
  Government
    Regulation
       5




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Competition
    Marketing
    and Sales
      Significant
    Clients
   6




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##### Table of Contents



Employees
      Item 1A.
    Risk
    Factors.    Risks
    Related to Our Company and Business
  We may
    incur financial losses because contracts may be delayed or
    terminated or reduced in scope for reasons beyond our
    control.
    
    unexpected or undesired clinical results;
    the clients decision to terminate the development of a
    particular product or to end a particular study;
    insufficient patient enrollment in a study;
    insufficient investigator recruitment;
    failure to perform our obligations under the contract; or
    the failure of products to satisfy safety requirements.        We
    depend on a small number of industries and clients for all of
    our business, and the loss of one such significant client could
    cause revenues to drop quickly and unexpectedly.
    
    clients businesses experience financial problems or are
    affected by a general economic downturn; 7




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
    consolidation in the pharmaceutical, biotechnology or medical
    device industries leads to a smaller client base for us; or
    clients reduce their research and development expenditures.    Our
    contracted/committed backlog may not be indicative of future
    results.
    
    the variable size and duration of the projects (some are
    performed over several years);
    the loss or delay of projects;
    the change in the scope of work during the course of a
    project; and
    the cancellation of such contracts by our clients.    We
    have experienced substantial expansion in the past, and if we
    fail to properly manage that expansion, our business may
    suffer.
      
    effectively market our services to pharmaceutical, biotechnology
    and medical device companies;
    continue to improve operating, administrative and information
    systems;
    accurately predict future personnel and resource needs to meet
    client contract commitments;
    successfully integrate our acquired companies and businesses;
    track the progress of on-going client projects; and
    attract and retain qualified management, sales, professional and
    technical operating personnel.    
    assimilate differences in foreign business practices and
    regulations; 8




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
    hire and retain qualified personnel; and
    overcome language and cultural barriers.  We may
    engage in future acquisitions, which may be expensive and time
    consuming and from which we may not realize anticipated
    benefits.
      Loss
    of key personnel, or failure to attract and retain additional
    personnel, may cause the success and growth of our business to
    suffer.
    Our
    revenues, earnings and operating costs are exposed to exchange
    rate fluctuations.
    Our
    investments may be exposed to credit risk.
   9




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Risks
    Related to Our Industry
  Our
    failure to compete effectively in our industry could cause our
    revenues to decline.
    
    consultative and clinical trials design capabilities;
    reputation for on-time quality performance;
    expertise and experience in specific therapeutic areas;
    the scope of service offerings;
    strength in various geographic markets;
    the price of services;
    ability to acquire, process, analyze and report data in a
    time-saving and accurate manner;
    ability to manage large-scale clinical trials both domestically
    and internationally;
    our size; and
    the service and product offerings of our competitors.      Changes
    in outsourcing trends in the pharmaceutical and biotechnology
    industries could adversely affect our operating results and
    growth rate.
      Failure
    to comply with existing regulations could result in increased
    costs to complete clinical trials.
   10




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Our
    CapMed division may not reach profitability.
    Changes
    in governmental regulation could decrease the need for the
    services we provide, which would negatively affect our future
    business opportunities.
          If
    governmental agencies do not accept the data and analyses
    generated by our services, the need for our services would be
    eliminated or substantially reduced.
   11




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We may
    be exposed to liability claims as a result of our involvement in
    clinical trials.
    Risks
    related to our common stock
  Your
    percentage ownership and voting power and the price of our
    common stock may decrease as a result of events that increase
    the number of our outstanding shares.
    Common stock outstanding


11,765,483Common stock issuable upon:Exercise of options which are outstanding


1,627,729Exercise of options which have not been granted


496,713Total common stock outstanding assuming exercise or conversion
    of all of the above


13,889,925     Shares
    of our common stock eligible for public sale may have a negative
    impact on its market price.
      There
    are a limited number of shareholders who have significant
    control over our common stock, allowing them to have significant
    influence over the outcome of all matters submitted to our
    stockholders for approval, which influence may conflict with our
    interests and the interests of our other
    stockholders.
   12




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Because
    we do not intend to pay dividends, stockholders will benefit
    from an investment in our common stock only if it appreciates in
    value.
    Trading
    in our common stock may be volatile, which may result in
    substantial declines in its market price.
    
    operating results;
    analysts reports;
    market conditions in the industry;
    changes in governmental regulations; and
    changes in general conditions in the economy or the financial
    markets.      Certain
    provisions of our charter and Delaware law could make a takeover
    difficult and may prevent or frustrate attempts by our
    stockholders to replace or remove our management
    team.
     13




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##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.    Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.    mark-up,
  CommonStockQuarter Ended

High


LowMarch 31, 2006


4.73



3.11June 30, 2006


4.83



3.80September 30, 2006


4.54



3.51December 31, 2006


8.10



4.03March 31, 2007


9.40



5.84June 30, 2007


7.45



5.75September 30, 2007


8.00



6.03December 31, 2007


9.95



6.83    14




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##### Table of Contents



Aggregate Number ofShares IssuableUnder Accelerated

Exercise PriceOptions

per Share

Date of GrantEmployees as a group (other than executive officers)


69,722


$
7.03



February 4, 2004Executive officers as a group


37,969


$
7.03



February 4, 2004       Number ofNumber of





SecuritiesSecurities to be





Available forIssued Upon


Weighted Average


Future IssuanceExercise of


Exercise Price of


Under EquityPlan Category

Outstanding Options


Outstanding Options


Compensation PlansEquity compensation plans that have been approved by security
    holders


1,627,729


$
3.31



496,713Equity compensation plans not approved by security holders










Total


1,627,729


$
3.31



496,713  15




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##### Table of Contents



STOCK
    PRICE PERFORMANCE GRAPH
    
   Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,2002


2003


2004


2005


2006


2007Bio-Imaging Technologies, Inc.


$
100.00



$
283.18



$
249.09



$
146.82



$
366.36



$
367.27NASDAQ U.S. Stock Index


$
100.00



$
149.51



$
162.71



$
166.17



$
182.58



$
198.00NASDAQ Health Services


$
100.00



$
152.92



$
192.73



$
264.88



$
264.50



$
345.72    16




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##### Table of Contents



Item 6.
    Selected
    Financial Data.  Form 10-K.
  For the Years Ended,Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,2007


2006


2005


2004


2003(Dollars in thousands, except per share data and number of
    employees)OPERATIONSService revenue

$
38,196


$
32,115


$
23,734


$
25,069


$
21,748Total revenue

$
47,907


$
40,519


$
30,486


$
29,691


$
25,211Income (loss) from operations


3,190



1,115



(4,335
)


1,604



2,198Net income (loss)


2,333



1,004



(2,545
)


949



2,338Basic earnings (loss) per share


0.20



0.09



(0.23
)


0.09



0.25Diluted earnings (loss) per share


0.18



0.08



(0.23
)


0.08



0.22Weighted average shares used in computing:Basic earnings (loss) per share


11,616



11,219



11,114



10,812



9,276Diluted earnings (loss) per share


12,745



12,364



11,114



12,229



10,849FINANCIAL POSITIONCash, cash equivalents

$
17,915


$
16,166


$
10,554


$
9,650


$
13,289Working capital

$
9,721



10,219



8,055



13,121



12,966Total assets


43,057



34,108



28,791



28,374



25,907Long-term debt


0



97



551



907



771Stockholders equity


23,529



18,842



17,197



19,518



17,426OTHER DATAPurchases of property and equipment

$
3,928


$
2,232


$
1,871


$
1,849


$
1,641Depreciation and amortization


2,335



2,035



2,312



1,760



1,076Number of employees (not audited)


337



283



264



269



223   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Overview
  Pharmaceutical
    Contract Services
     17




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and/or
    CapMed
    Division
  tm tm
  tm tm tm
 18




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Forward
    Looking Statements
  Form 10-K Form 10-K Form 10-K,
  Critical
    Accounting Policies, Estimates and Risks
        Revenue.
     19




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##### Table of Contents



EITF 99-19
  Long-lived Assets, Intangibles and
    Goodwill.
  Capitalized Software Development.
  Income Taxes.
  Derivatives.
  Stock-based compensation costs.
  Foreign
    Currency Risks
   20




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##### Table of Contents



Results
    of Operations
    Year
    Ended December 31, 2007 Compared with Year Ended
    December 31, 2006.
  % of





% ofTotal





Total





%2007


Revenue


2006


Revenue


$ Change


ChangeService revenues

$
38,196,156



79.7
%

$
32,114,604



79.3
%

$
6,081,552



18.9
%Reimbursement revenues


9,711,128



20.3
%


8,404,189



20.7
%


1,306,939



15.6
%Total revenues


47,907,284



100
%


40,518,793



100.0
%


7,388,491



18.2
%Cost and expenses:Cost of service revenues


21,948,752



45.8
%


19,752,390



48.7
%


2,196,362



11.1
%Cost of reimbursement revenues


9,711,128



20.3
%


8,404,189



20.7
%


1,306,939



15.6
%Sales and marketing expenses


6,855,114



14.3
%


5,739,303



14.2
%


1,115,811



19.4
%General and administrative expenses


6,202,658



12.9
%


5,507,518



13.6
%


695,140



12.6
%Total cost and expenses


44,717,652



93.3
%


39,403,400



97.2
%


5,314,252



13.5
%Income from operations


3,189,632



6.7
%


1,115,393



2.8
%


2,074,239



186.0
%Interest income


654,693



1.4
%


559,816



1.4
%


94,877



16.9
%Interest expense


(11,563
)


(0.0
)%


(56,338
)


(0.1
)%


44,775



(79.5
)%Income before income tax


3,832,762



8.0
%


1,618,871



4.0
%


2,213,891



136.8
%Income tax provision


1,499,690



3.1
%


614,772



1.5
%


884,918



143.9
%Net income

$
2,333,072



4.9
%

$
1,004,099



2.5
%

$
1,328,973



132.4
%    21




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##### Table of Contents



22




---



##### Table of Contents



Year
    Ended December 31, 2006 Compared with Year Ended
    December 31, 2005.
  % of





% ofTotal





Total





%2006


Revenue


2005


Revenue


$ Change


ChangeService revenues

$
32,114,604



79.3
%

$
23,733,579



77.9
%

$
8,381,025



35.3
%Reimbursement revenues


8,404,189



20.7
%


6,752,062



22.1
%


1,652,127



24.5
%Total revenues


40,518,793



100.0
%


30,485,641



100.0
%


10,033,152



32.9
%Cost and expenses:Cost of service revenues


19,752,390



48.7
%


18,335,513



60.1
%


1,416,877



7.7
%Cost of reimbursement revenues


8,404,189



20.7
%


6,752,062



22.1
%


1,652,127



24.5
%Sales and marketing expenses


5,739,303



14.2
%


4,772,223



15.7
%


967,080



20.3
%General and administrative expenses


5,507,518



13.6
%


4,960,378



16.3
%


547,140



11.0
%Total cost and expenses


39,403,400



97.2
%


34,820,176



114.2
%


4,583,224



13.2
%Income (loss) from operations


1,115,393



2.8
%


(4,334,535
)


(14.2
)%


5,449,928



(125.7
)%Interest income


559,816



1.4
%


189,609



0.6
%


370,207



195.2
%Interest expense


(56,338
)


(0.1
)%


(106,287
)


(0.3
)%


49,949



(47.0
)%Income (loss) before income tax


1,618,871



4.0
%


(4,251,213
)


(13.9
)%


5,870,084



(138.1
)%Income tax provision (benefit)


614,772



1.5
%


(1,705,841
)


(5.6
)%


2,320,613



(136.0
)%Net income (loss)

$
1,004,099



2.5
%

$
(2,545,372
)


(8.3
)%

$
3,549,471



(139.4
)%        23




---



##### Table of Contents



24




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##### Table of Contents



Quarterly
    Results
    Quarter EndedDec. 31,


Sept. 30,


June 30,


Mar. 31,


Dec. 31,


Sept. 30,


June 30,


Mar. 31,2007


2007


2007


2007


2006


2006


2006


2006Service revenues

$
10,366,169


$
9,563,241


$
9,456,757


$
8,809,989


$
8,662,571


$
8,094,141


$
8,041,196


$
7,316,696Reimbursement revenues


2,322,873



2,893,342



2,229,447



2,265,466



2,025,806



2,211,783



2,173,545



1,993,055Total revenues


12,689,042



12,456,583



11,686,204



11,075,455



10,688,377



10,305,924



10,214,741



9,309,751Cost and expenses:Cost of service revenues


5,802,907



5,392,924



5,476,878



5,276,043



4,967,044



4,903,640



5,189,921



4,691,785Cost of reimbursement revenues


2,322,873



2,893,342



2,229,447



2,265,466



2,025,806



2,211,783



2,173,545



1,993,055Sales and marketing expenses


1,831,965



1,724,134



1,738,989



1,560,026



1,491,826



1,358,641



1,441,108



1,447,728General and administrative expenses


1,605,175



1,558,060



1,567,145



1,472,278



1,342,604



1,401,852



1,391,816



1,371,246Total cost and expenses


11,562,920



11,568,460



11,012,459



10,573,813



9,827,280



9,875,916



10,196,390



9,503,814Income (loss) from operations


1,126,122



888,123



673,745



501,642



861,097



430,008



18,351



(194,063
)Interest income


170,350



168,295



155,496



160,552



166,467



146,904



128,912



117,533Interest expense


(287
)


(1,144
)


(6,401
)


(3,731
)


(15,308
)


(10,154
)


(13,693
)


(17,183
)Income (loss) before income tax provision (benefit)


1,296,185



1,055,274



822,840



658,463



1,012,256



566,758



133,570



(93,713
)Income tax provision (benefit)


498,757



408,412



329,136



263,385



399,300



200,082



53,428



(38,038
)Net income (loss)

$
797,428


$
646,862


$
493,704


$
395,078


$
612,956


$
366,676


$
80,142


$
(55,675
)Basic (loss) income per common share

$
0.07


$
0.06


$
0.04


$
0.03


$
0.05


$
0.03


$
0.01


$
(0.01
)Weighted average number of common shares


11,725,034



11,658,035



11,602,176



11,467,015



11,282,726



11,213,887



11,202,712



11,180,310Diluted (loss) income per common share

$
0.06


$
0.05


$
0.04


$
0.03


$
0.05


$
0.03


$
0.01


$
(0.01
)Weighted average number of dilutive common equivalent shares


12,856,136



12,677,704



12,653,589



12,657,405



12,372,348



12,125,613



12,171,375



11,180,310    25




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##### Table of Contents



Liquidity
    and Capital Resources
  2007


2006Net cash provided by operating activities

$
8,693,811


$
8,528,685Net cash used in investing activities

$
(7,434,889
)

$
(2,232,461
)Net cash provided by (used in) financing activities

$
489,453


$
(683,628
)             Payments Due by PeriodLess Than








More ThanContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


5 YearsCapital lease obligations

$
97,036


$
97,036











Facility rent operating leases


5,145,386



1,643,720



2,599,310



902,356



Employment agreements


650,833



575,000



75,833







Total contractual cash obligations

$
5,893,255


$
2,315,756


$
2,675,143


$
902,356



           
    our ability to gain new client contracts;
    project cancellations;
    the variability of the timing of payments on existing client
    contracts; and
    other changes in our operating assets and liabilities 26




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##### Table of Contents



Recently
    Issued Accounting Statements
    No. FAS 157-2,
     27




---



##### Table of Contents



Existing
    Contracts
   Item 7a.  Quantitative
    and Qualitative Disclosures About Market Risk.  Interest
    Rate Risk
    Foreign
    Currency Risk
           28




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data.   
 Index to Consolidated Financial Statements

PageReport of Independent Registered Public
    Accounting Firm


30Consolidated Balance Sheets as of
    December 31, 2007 and 2006


31Consolidated Statements of Income for the year
    ended December 31, 2007, 2006 and 2005


32Consolidated Statements of Stockholders
    Equity for the year ended December 31, 2007, 2006 and
    2005


33Consolidated Statements of Cash Flows for the
    year ended December 31, 2007, 2006 and 2005


34Notes to Consolidated Financial Statements


36   29




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm          
    30




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  December 31,2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
17,914,639


$
16,166,264Accounts receivable, net of allowance for doubtful accounts of
    $28,996 and $14,000, respectively


5,881,089



5,564,748Prepaid expenses and other current assets


1,234,948



1,237,405Deferred income taxes


2,930,466



2,210,800Total current assets


27,961,142



25,179,217Property and equipment, net


7,980,072



5,908,281Intangibles, net


449,599



353,732Goodwill


6,025,052



1,873,706Deferred income taxes






272,954Other assets


641,416



519,821Total Assets

$
43,057,281


$
34,107,711LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,864,046


$
1,720,481Accrued expenses and other current liabilities


4,615,973



3,334,554Deferred revenue


11,663,471



9,451,219Current maturities of capital lease obligations


97,036



454,458Total current liabilities


18,240,526



14,960,712Long-term capital lease obligations






97,036Deferred income tax  non-current


691,094



Other liability


597,070



208,208Total liabilities


19,528,690



15,265,956Commitments and ContingenciesStockholders equity:Preferred stock  $.00025 par value;
    authorized 3,000,000 shares, 0 issued and outstanding at
    December 31, 2007 and 2006






Common stock  $.00025 par value; authorized
    18,000,000 shares, issued and outstanding 11,765,483 and
    11,309,550 shares at December 31, 2007 and 2006,
    respectively


2,943



2,827Additional paid-in capital


25,084,157



22,864,390Accumulated deficit


(1,709,547
)


(4,042,619
)Accumulated other comprehensive income


151,038



17,157Stockholders equity


23,528,591



18,841,755Total liabilities and stockholders equity

$
43,057,281


$
34,107,711    31




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF INCOME
  For the Year Ended December 31,2007


2006


2005Service revenues

$
38,196,156


$
32,114,604


$
23,733,579Reimbursement revenues


9,711,128



8,404,189



6,752,062Total revenues


47,907,284



40,518,793



30,485,641Cost and expenses:Cost of service revenues


21,948,752



19,752,390



18,335,513Cost of reimbursement revenues


9,711,128



8,404,189



6,752,062Sales and marketing expenses


6,855,114



5,739,303



4,772,223General and administrative expenses


6,202,658



5,507,518



4,960,378Total cost and expenses


44,717,652



39,403,400



34,820,176Income (loss) from operations


3,189,632



1,115,393



(4,334,535
)Interest income


654,693



559,816



189,609Interest expense


(11,563
)


(56,338
)


(106,287
)Income (loss) before income tax


3,832,762



1,618,871



(4,251,213
)Income tax provision (benefit)


1,499,690



614,772



(1,705,841
)Net income (loss)

$
2,333,072


$
1,004,099


$
(2,545,372
)Basic income (loss) per common share

$
0.20


$
0.09


$
(0.23
)Weighted average number of common shares


11,615,571



11,219,283



11,114,483Diluted income (loss) per common share

$
0.18


$
0.08


$
(0.23
)Weighted average number of dilutive common equivalent shares


12,744,584



12,364,041



11,114,483    32




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY
  OtherAdditional





ComprehensiveCommon Stock


Paid-in


Accumulated


Gain


StockholdersShares


Amount


Capital


Deficit


(Loss)


EquityBalance at December 31, 2004


11,027,320


$
2,757


$
22,016,231


$
(2,501,346
)





$
19,517,642Stock options exercised


110,417



28



93,265











93,293Restricted shares issued


30,000



7



42,245











42,252Stock based compensation










70,587











70,587Tax benefit on exercise of stock options










80,000











80,000Net unrealized loss on derivative instruments


















(61,578
)


(61,578
)Net loss














(2,545,372
)






(2,545,372
)Balance at December 31, 2005


11,167,737


$
2,792


$
22,302,328


$
(5,046,718
)

$
(61,578
)

$
17,196,824Stock options exercised


126,963



32



153,254











153,286Restricted shares issued


14,850



3



(5,132
)










(5,129
)Stock based compensation










362,510











362,510Tax benefit on exercise of stock options










51,430











51,430Net unrealized gain on derivative instruments


















78,735



78,735Net income














1,004,099







1,004,099Balance at December 31, 2006


11,309,550


$
2,827


$
22,864,390


$
(4,042,619
)

$
17,157


$
18,841,755Stock options exercised


341,675



87



300,969











301,056Restricted shares issued


14,850



4



(4
)










Stock issued for acquisitions


99,408



25



801,836











801,861Stock based compensation










474,111











474,111Tax benefit on exercise of stock options










642,855











642,855Net unrealized loss on derivative instruments


















(17,157
)


(17,157
)Equity adjustment from foreign currency translation


















151,038



151,038Net income














2,333,072







2,333,072Balance at December 31, 2007


11,765,483


$
2,943


$
25,084,157


$
(1,709,547
)

$
151,038


$
23,528,591   For the Year Ended December 31,2007


2006


2005Statement of comprehensive incomeNet income (loss)

$
2,333,072


$
1,004,099


$
(2,545,372
)Net unrealized income (loss) on derivative instruments


(17,157
)


78,735



(61,578
)Equity adjustment from foreign currency translation


151,038







Total comprehensive income (loss)

$
2,466,953


$
1,082,834


$
(2,606,950
)    33




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Year Ended December 31,2007


2006


2005Cash flows from operating activities:Net income (loss)

$
2,333,072


$
1,004,099


$
(2,545,372
)Adjustments to reconcile net income (loss) to net cash provided
    by Operating activities, net of acquisition:Depreciation and amortization


2,334,715



2,035,096



2,311,853Provision (benefit) for deferred income taxes


286,027



24,203



(1,817,041
)Sales leaseback deferred gains










16,518Bad debt benefit (provision)


14,996



16,132



(10,872
)Stock based compensation expense


474,111



357,381



71,729(Gain) Loss on foreign currency options


(10,398
)


81,513



29,100Changes in operating assets and liabilities, net of acquisitions:(Increase) decrease in accounts receivable


(144,636
)


1,050,597



1,337,131Increase in prepaid expenses and other current assets


(77,339
)


(234,266
)


(91,796
)Increase in other assets


(53,071
)


(92,766
)


(108,835
)Increase (decrease) in accounts payable


78,059



(271,290
)


411,067Increase in accrued expenses and other current liabilities


1,342,408



1,359,373



262,159Increase in deferred revenue


2,092,944



3,196,192



3,178,397Increase in other liabilities


22,923



2,421



74,106Net cash provided by operating activities


8,693,811



8,528,685



3,118,144Cash flows used in investing activities:Purchases of property and equipment


(3,927,578
)


(2,232,461
)


(1,870,978
)Net cash paid for acquisition


(3,507,311
)






Net cash used in investing activities


(7,434,889
)


(2,232,461
)


(1,870,978
)Cash flows from financing activities:Payments under equipment lease obligations


(454,458
)


(874,267
)


(825,778
)Premiums paid for foreign currency options






(14,077
)


(118,032
)Proceeds from exercise of stock options


301,056



153,286



93,300Excess tax benefit related to stock options


642,855



51,430



Proceeds from sales leaseback










506,872Net cash provided by (used in) financing activities


489,453



(683,628
)


(343,638
)Net increase in cash and cash equivalents


1,748,375



5,612,596



903,528Cash and cash equivalents at beginning of period


16,166,264



10,553,668



9,650,140Cash and cash equivalents at end of period

$
17,914,639


$
16,166,264


$
10,553,668Supplemental disclosure of cash flow information:Cash paid during the period for interest

$
11,563


$
56,338


$
106,287Cash paid during the period for income taxes

$
604,333


$
97,625


$
228,169Supplemental schedule of noncash investing and financing
    activities:Equipment purchases under capital lease obligations









$
622,531    34




---



##### Table of Contents



For the Year Ended December 31,2007


2006


2005Supplemental cash flow disclosureSchedule of non cash investing and financing activitiesIncrease in property, plant and equipment acquisitions in
    accounts payable

$
10,532


$
310,849


$
79,237   For the Year Ended December 31,2007


2006


2005Acquired businessAccounts receivable

$
227,767







Property and equipment


185,261







Other assets


53,432







Intangible assets and goodwill


4,531,586







Net current liabilities assumed


(377,131
)






Other liabilities assumed


(353,263
)






Common stock issued


(760,341
)






Cash paid for acquired business, net of cash acquired of $200,972

$
3,507,311







    35




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization
    and Summary of Significant Accounting Policies  Description
    of Business
  tm tm
  Principles
    of Consolidation
    Basis
    of Presentation
    Functional
    Currency
         36




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Use of
    Estimates
    Fair
    Value of Financial Instruments
    Cash
    and Cash Equivalents
      Revenue
    Recognition
         37




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      EITF 99-19
  Allowance
    For Doubtful Accounts
    December 31,2007


2006Billed trade accounts receivable

$
5,089,688


$
4,781,682Unbilled trade accounts receivable


745,936



771,818Other


45,465



11,248Total receivables

$
5,881,089


$
5,564,748Allowance Rollforward:Balance at January 1, 2006

$
3,295Additions


14,000Write offs (net of recoveries)


(3,295
)Balance at December 31, 2006

$
14,000Additions


28,996Write offs (net of recoveries)


(14,000
)Balance at December 31, 2007

$
28,996   Property
    and Equipment
     38




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Capitalized
    Software Development
    Goodwill
    and Other Intangible Assets
    Income
    Taxes
    Earnings
    Per Share
   39




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended December 31,2007


2006


2005Net income (loss)  diluted and basic

$
2,333,072


$
1,004,099


$
(2,545,372
)Denominator  basic:Weighted average number of common shares


11,615,571



11,219,283



11,114,483Basic income (loss) per common share

$
0.20


$
0.09


$
(0.23
)Denominator  diluted:Weighted average number of common shares


11,615,571



11,219,283



11,114,483Common share equivalents of outstanding stock options


1,023,474



967,896



Common share equivalents of unrecognized compensation expense


105,539



176,862



Weighted average number of dilutive common equivalent shares


12,744,584



12,364,041



11,114,483Diluted income (loss) per common share

$
0.18


$
0.08


$
(0.23
)     Derivatives
    Recently
    Issued Accounting Statements
  No. FAS 157-2,
   40




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2.
    Acquisitions    3.
    Property
    and Equipment    December 31,


Estimated2007


2006


Useful LifeEquipment

$
6,886,753


$
5,412,801



5 yearsEquipment under capital leases


4,332,486



4,332,486



5 yearsFurniture and fixtures


859,328



744,501



7 yearsLeasehold improvements


1,175,416



708,826



5 yearsComputer software costs


6,385,830



4,317,828



5 years19,639,813



15,516,442Less: Accumulated depreciation and amortization


(11,659,741
)


(9,608,161
)Property and equipment, net

$
7,980,072


$
5,908,281    41




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Intangible
    Assets    December 31,


Estimated2007


2006


Useful LifeAmortized intangible assets:Technology

$
697,502


$
406,502



5 yearsTrademarks


372,130



372,130



5 yearsCustomer backlog


217,900



165,900



3 yearsNon-competition agreement


211,190



175,190



3 yearsNon-competition agreement


76,953



76,953



2 years1,575,675



1,196,675Accumulated amortization


(1,126,076
)


(842,943
)$
449,599


$
353,732Unamortized intangible assets:Goodwill

$
6,025,052


$
1,873,706       Year EndingDecember 31,20072008

$
238,9492009


76,7002010


61,2002011


58,2002012


14,550Thereafter


$
449,599   5.
    Accrued
    Expenses    December 31,2007


2006Accrued compensation

$
2,616,292


$
1,825,330Accrued consulting fees


44,863



75,932Accrued income taxes


314,359



435,576Accrued other


1,640,459



997,716$
4,615,973


$
3,334,554  42




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Capital
    Lease Obligations            2008

$
98,7642009


2010


2011


2012 and thereafter


Total minimum capital lease payments


98,764Less amount representing interest


(1,728
)Total present value of minimum payment


97,036Less current portion of such obligations


97,036Long-term capital lease obligations

$
0   7.
    Stock
    Based Compensation     43




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Aggregate Number ofShares IssuableUnder Accelerated

Exercise PriceOptions

per Share

Date of GrantEmployees as a group (other than executive officers)


69,722


$
7.03



February 4, 2004Executive officers as a group


37,969


$
7.03



February 4, 2004       For the Year EndedDecember 31,2005Net loss, as reported

$
(2,545,372
)Add: Stock-based employee compensation expense included in
    reported net loss, net of related tax effects


689Deduct: Stock-based employee compensation expense determined
    under SFAS 123R, net of related tax effects


(421,407
)Pro forma loss

$
(2,966,090
)Loss per share:Basic  as reported

$
(0.23
)Basic  pro forma

$
(0.27
)Diluted  as reported

$
(0.23
)Diluted  pro forma

$
(0.27
)  44




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended


For the Year EndedDecember 31,


December 31,2007


2006Cost of revenues

$
335,668


$
255,374General and administrative


65,763



49,952Sales and marketing


72,680



52,055Stock-based compensation expense before income taxes

$
474,111


$
357,381     2007


2006


2005Risk-free interest rate (range)


4.13 - 4.48



4.61 - 4.94
%


3.85
%Dividend yield


0.00
%


0.00
%


0.00
%Expected volatility


56.00
%


58.00
%


56.00
%Expected term (in years)


4.00 - 5.00



4.00



4.00   Expected Volatility.
  Expected Term.
  Risk-Free Interest Rate.
  Dividend Yield.
  Pre-Vesting Forfeitures.
 45




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Options
  Fiscal
    Year 2007:
  WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicStock Options

Shares


Price


Term


ValueOutstanding at December 31, 2006


1,870,662


$
2.61



4.78


$
10,192,916Granted


147,500



8.02



6.02



8,500Exercised


(341,675
)


1.43







488,828Forfeited or Expired


(48,758
)


3.89







189,808Outstanding at December 31, 2007


1,627,729



3.31



4.37



7,762,766Unvested at December 31, 2007


227,785



6.54



5.82



350,273Exercisable at December 31, 2007


1,399,944


$
2.79



4.13


$
7,412,493             Weighted AverageNumber of Shares


Option Grant DateUnderlying Options


Fair ValueNon-vested at December 31, 2004


330,456


$
4.85Granted


60,000


$
3.43Vested


(312,706
)

$
5.08Non-vested at December 31, 2005


77,750


$
2.83Granted


198,100


$
3.53Vested


(95,550
)

$
3.04Non-vested at December 31, 2006


180,300


$
3.49Granted


147,500


$
6.71Vested


(100,015
)

$
3.73Non-vested at December 31, 2007


227,785


$
5.47  46




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Options Outstanding


Options ExercisableWeighted







WeightedAverage

Weighted





Average

WeightedRemaining

Average





Remaining

AverageRange of Exercise


Number


Contractual

Exercise


Number


Contractual

ExercisePrices


Outstanding


Life

Price


Exercisable


Life

Price$
0.63-$0.88



494,529


1.80

$
0.70



494,529


1.80

$
0.70$
1.00-$1.16



176,500


3.97

$
1.11



176,500


3.97

$
1.11$
1.28-$2.80



123,425


3.80

$
2.12



123,425


3.80

$
2.12$
3.05-$5.10



505,675


6.00

$
4.23



421,890


6.16

$
4.28$
7.03-$8.06



327,600


6.15

$
7.47



183,600


6.12

$
7.03$
0.63-$8.06



1,627,729


4.37

$
3.31



1,399,944


4.13

$
2.79   Restricted Stock Units:
  8.
    Commitments      Year EndingDecember 31,20072008

$
1,643,7202009


1,600,5052010


998,8052011


386,7242012


386,724Thereafter


128,908$
5,145,386    47




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    Employee
    Benefit Plan    10.
    Major
    Customers    11.
    Income
    Taxes    For the Year Ended December 31,2007


2006


2005Current:Federal

$
546,082


$
121,411


$
50,414State and local


503,914



207,228



9,862Foreign


163,667



210,500



50,924$
1,213,663


$
539,139


$
111,200Deferred:Federal


458,155



268,717



(1,373,792
)State and local


(172,128
)


(129,084
)


(443,249
)Foreign






(64,000
)


286,027



75,633



(1,817,041
)Income tax provision (benefit)

$
1,499,690


$
614,772


$
(1,705,841
)  48




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended December 31,2007


2006


2005Tax provision at statutory rate


34.0
%


34.0
%


(34.0
)%State and local income taxes, net of federal benefit


5.7
%


4.4
%


(6.9
)%Permanent differences


0.6
%


1.6
%


0.4
%Foreign rate difference


(1.0
)%


(1.1
)%


(0.3
)%Other


(0.2
)%


(1.6
)%


0.7
%Effective income tax rate


39.1
%


37.3
%


(40.1
)%     For the Year Ended December 31,2007


2006


2005Domestic income before income tax

$
3,232,514


$
1,187,448


$
(4,651,156
)Foreign income before income tax

$
600,248



431,423



399,943Total income before income tax

$
3,832,762


$
1,618,871


$
(4,251,213
)     For the Year Ended December 31,2007


2006Deferred tax assets:Accrued expenses

$
31,726


$
28,936Allowance for doubtful accounts


11,769



AMT credit






145,376Deferred revenue


2,996,461



2,381,677Federal net operating loss carryforwards


374,920



943,760Restricted stock


129,818



81,796Stock options


130,463



67,823Amortization of acquisition costs


17,496



Total deferred tax assets


3,692,653



3,649,368Deferred tax liabilities:Excess of tax over book depreciation


(675,509
)


(323,025
)Amortization of acquisition costs






(85,159
)Prepaid expenses


(369,772
)


(349,430
)Total deferred tax liabilities


(1,045,281
)


(757,614
)Valuation allowance


(408,000
)


(408,000
)Net deferred tax assets

$
2,239,372


$
2,483,754    49




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##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          non-U.S. operations
      12.
    Derivatives   50




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##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          13.
    Foreign
    Operations    14.
    Business
    Segments   51




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##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pharmaceutical


CapMed


ConsolidatedContract Services


Division


TotalFiscal 2007Total revenues

$
47,254,732


$
652,552


$
47,907,284Total cost and expenses

$
42,266,746


$
2,450,906


$
44,717,652Income (loss) from operations

$
4,987,986


$
(1,798,354
)

$
3,189,632Total assets at December 31, 2007

$
40,075,195


$
2,982,086


$
43,057,281Fiscal 2006Total revenues

$
40,256,454


$
262,339


$
40,518,793Total cost and expenses

$
37,586,497


$
1,816,903


$
39,403,400Income (loss) from operations

$
2,669,957


$
(1,554,564
)

$
1,115,393Total assets at December 31, 2006

$
32,418,588


$
1,689,123


$
34,107,711Fiscal 2005Total revenues

$
30,125,893


$
359,748


$
30,485,641Total cost and expenses

$
33,352,578


$
1,467,598


$
34,820,176Loss from operations

$
(3,226,685
)

$
(1,107,850
)

$
(4,334,535
)Total assets at December 31, 2005

$
27,605,712


$
1,185,221


$
28,790,933     15.
    Related
    Party Transactions   52




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A(T).
    Controls
    and Procedures.  Evaluation of Disclosure Controls and
    Procedures. Rules 13a-15(e) 15d-15(e)
  Managements Report on Internal Control Over Financial
    Reporting. Rule 13a-15(f) 15d-15(f)
  
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of our assets;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of our management and
    directors; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    companys assets that could have a material effect on the
    financial statements.    Internal Control-Integrated Framework.
      Remediation of Material Weakness.
 53




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##### Table of Contents



Changes in internal control over financial
    reporting.
  Item 9B.
    Other
    Information.   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.      Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.   54




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##### Table of Contents



Item 14.
    Principal
    Accounting Fees and Services.    Item 15.
    Exhibits,
    Financial Statement Schedules.  Financial Statements
  Financial Statement
    Schedules
  Exhibits. Form 10-K Regulation S-K.
 55




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##### Table of Contents



SIGNATURES
      By:
    /s/  Mark
    L. Weinstein       Signature

Title

Date/s/  Mark
    L. WeinsteinMark
    L. Weinstein

President and Chief
    Executive Officer and Director
    (principal executive officer)

March 5th, 2008/s/  Ted
    I. KaminerTed
    I. Kaminer

Senior Vice President and
    Chief Financial Officer
    (principal financial
    and accounting officer)

March 5th, 2008/s/  Jeffrey
    H. Berg, Ph.D.Jeffrey
    H. Berg, Ph.D.

Director

March 5th, 2008/s/  Richard
    F. CiminoRichard
    F. Cimino

Director

March 5th, 2008/s/  E.
    Martin Davidoff, Esq., CPAE.
    Martin Davidoff, Esq., CPA

Director

March 5th, 2008/s/  David
    E. Nowicki, D.M.D.David
    E. Nowicki, D.M.D.

Chairman of the
    Board and Director

March 5th, 2008/s/  David
    StackDavid
    Stack

Director

March 5th, 2008/s/  James
    A. Taylor, Ph.D.James
    A. Taylor, Ph.D.

Director

March 5th, 2008/s/  Paula
    B. StaffordPaula
    B. Stafford

Director

March 5th, 2008  56




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNo.

Description of Exhibit2
.1

Asset Purchase Agreement dated October 25, 2001, by and between
    Bio-Imaging Technologies, Inc. and Quintiles, Inc.  Incorporated
    by reference to Exhibit 2.1 of our Current Report on Form 8-K
    dated October 25, 2001.3
.1

Restated Certificate of Incorporation of Bio-Imaging
    Technologies, Inc.  Incorporated by reference to Exhibit 3.1 of
    our Registration Statement on Form S-1 (File Number 33-47471),
    which became effective on June 18, 1992. Amendments incorporated
    by reference to Exhibit 3.1 of our Annual Report on Form 10-K
    for the year ended September 30, 1993 and to Exhibit 3.1 of our
    Quarterly Report on Form 10-QSB for the quarter ended March 31,
    1995.3
.2

Amended and Restated By-Laws of Bio-Imaging Technologies, Inc.
    Incorporated by reference to Exhibit 3.1 of our Quarterly Report
    on Form 10-QSB for the quarter ended June 30, 2001.4
.1

Specimen Common Stock Certificate.  Incorporated by reference to
    Exhibit 4.1 of our Registration Statement on Form S-1 (File
    Number 33-47471), which became effective on June 18, 1992.4
.2

Registration Agreement dated October 13, 1994, between
    Bio-Imaging Technologies, Inc. and Corning Pharmaceuticals
    Services Inc., now Covance Inc.  Incorporated by reference to
    Exhibit 4.1 of our Current Report on Form 8-K dated October 13,
    1994.4
.3

Registration Rights Agreement dated as of October 25, 2001, by
    and between Bio-Imaging Technologies, Inc. and Quintiles, Inc.
    Incorporated by reference to Exhibit 2 of our Current Report on
    Form 8-K/A dated October 25, 2001.10
.1*

2002 Stock Incentive Plan, adopted by the stockholders of
    Bio-Imaging Technologies, Inc. on February 27, 2002, as amended
    and restated on April 14, 2005.  Incorporated by reference to
    Exhibit 99.1 of our Registration Statement on Form S-8 dated
    December 21, 2006.10
.2*

401(k) Plan.  Incorporated by reference to Exhibit 10.7 of our
    Registration Statement on Form S-1 (File Number 33-47471), which
    became effective on June 18, 1992.10
.3

Form of Employees Invention Assignment, Confidential
    Information and Non-Competition Agreement. Incorporated by
    reference to Exhibit 10.9 of our Annual Report on Form 10-K for
    the fiscal year ended September 30, 1992.10
.4

Stock Purchase Agreement dated October 13, 1994, between
    Bio-Imaging Technologies, Inc. and Covance Inc. Incorporated by
    reference to Exhibit 10.2 of our Current Report on Form 8-K
    dated October 13, 1994.10
.5*

Invention Assignment and Confidential Information Agreement
    dated January 20, 2000, by and between Bio-Imaging Technologies,
    Inc. and Mark L. Weinstein. Incorporated by reference to Exhibit
    10.1 of our Quarterly Report on Form 10-QSB for the quarter
    ended December 31, 1999.10
.6

Amended and Restated Employment Agreement dated March 1, 2006,
    by and between Bio-Imaging Technologies, Inc. and Mark L.
    Weinstein. Incorporated by reference to Exhibit 10.2 of our
    Quarterly Report on Form 10-Q for the quarter ended March 31,
    2006.10
.7

First Modification of Office Space Lease between 826 Newtown
    Associates, LP and Bio-Imaging Technologies, Inc. dated January
    11, 2002. Incorporated by reference to Exhibit 10.2 of our
    Quarterly Report on Form 10-QSB for the quarter ended June 30,
    2002.10
.8

Office Space Lease dated September 22, 1999, between Yardley
    Road Associates, L.P. and Bio-Imaging Technologies, Inc.
    Incorporated by reference to Exhibit 10.9 of our Annual Report
    on Form 10-KSB for the fiscal year ended September 30, 1999.10
.9

Office Space Lease dated September 11, 2000, between Angelo
    Investment Company and Bio-Imaging Technologies, Inc.
    Incorporated by reference to Exhibit 10.11 of our Annual Report
    on Form 10-KSB for the fiscal year ended September 30, 2000.10
.10*

Employment Agreement dated February 6, 2003, by and between
    Bio-Imaging Technologies, Inc. and Ted I. Kaminer.  Incorporated
    by reference to Exhibit 10.1 of our Quarterly Report on Form
    10-QSB/A for the quarter ended March 31, 2003.10
.11

Securities Purchase Agreement dated September 15, 2003, by and
    between Bio-Imaging Technologies, Inc. and certain institutional
    investors. Incorporated by reference to Exhibit 10.1 of our
    Current Report on Form 8-K dated September 15, 2003. 57




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##### Table of Contents



ExhibitNo.

Description of Exhibit10
.12

Registration Rights Agreement dated September 15, 2003, by and
    between Bio-Imaging Technologies, Inc. and certain institutional
    investors.  Incorporated by reference to Exhibit 10.2 of our
    Current Report on Form 8-K dated September 15, 2003.10
.13*

Form of Amended Executive Retention Agreement by and between
    Bio-Imaging Technologies, Inc. and certain executive officers.
    Incorporated by reference to Exhibit 10.1 of our Quarterly
    Report on Form 10-Q for the quarter ended March 31, 2006.10
.14

Asset Purchase Agreement, dated November 20, 2003, by and
    between Bio-Imaging Technologies, Inc. and CapMed, Inc.
    Incorporated by reference to Exhibit 10.16 of our Annual Report
    on Form 10-K for the fiscal year ended December 31, 2005.10
.15

Stock Purchase Agreement, dated December 10, 2004, by and
    between Bio-Imaging Technologies, Inc. and Heart Core B.V.
    Incorporated by reference to Exhibit 10.17 of our Annual Report
    on Form 10-K for the fiscal year ended December 31, 2005.10
.16

Fourth Modification of Office Space Lease between 826 Newtown
    Associates, LP and Bio-Imaging Technologies, Inc. dated
    September 29, 2004.  Incorporated by reference to Exhibit 10.18
    of our Annual Report on Form 10-K for the fiscal year ended
    December 31, 2005.10
.17

Stock Purchase Agreement, dated February 6, 2007, by and between
    Bio-Imaging Technologies, Inc. and Theralys, S.A. Incorporated
    by reference to Exhibit 10.17 of our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006.10
.18

Development and Supply Agreement dated June 20, 2005 between
    CapMed, a division of Bio-Imaging Technologies, Inc., and Medic
    Alert Foundation United States, Inc. (Portions of this exhibit
    have been omitted and have been filed separately pursuant to an
    application for confidential treatment filed with the Securities
    and Exchange Commission on August 15, 2005).  Incorporated by
    reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q
    for the quarter ended June 30, 2005.21


List of Subsidiaries of Registrant.  Incorporated by reference
    to Exhibit 21.1 of our Annual Report on Form 10-KSB for the
    fiscal year ended September 30, 1997.23
.1

Consent of PricewaterhouseCoopers LLP.31
.1

Certification of principal executive officer pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of principal financial and accounting officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of principal executive officer pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.32
.2

Certification of principal financial and accounting officer
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
    18 U.S.C. 1350.     *
    
    A management contract or compensatory plan or arrangement
    required to be filed as an exhibit pursuant to Item 13(a)
    of
    Form 10-K.
    
    Included herewith. 58