##### 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, 2006
  Commission File
    No. 1-11182
 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 Exchange
    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
    Exchange Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ
      Class

Number of SharesCommon Stock, $.00025 par
    value

11,473,470   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


268.


Financial
    Statements and Supplementary Data


279.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


509A.


Controls and
    Procedures


509B.


Other
    Information


50PART III10.


Directors and
    Executive Officers of the Registrant


5011.


Executive
    Compensation


5012.


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


5013.


Certain
    Relationships and Related Transactions


5014.


Principal
    Accountant Fees and Services


51PART IV15.


Exhibits, Financial
    Statement Schedules


51SHARE PURCHASE AGREEMENTDEVELOPMENT AND SUPPLY AGREEMENTCONSENT 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 1350CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO SECTION 1350   i




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##### Table of Contents



PART I  Item 1.
    Business.  General
              267-757-3000. Form 10-K 1-800-SEC-0330.
 1




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##### Table of Contents



Business
    Services
  Core
    Laboratory Services
      tm
  Information
    Management Services
  tm
  tm tm tm
  tm tm tm tm
  tm tm tm time-to-market
  tm off-the-shelf tm tm
 2




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##### Table of Contents



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




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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. 4




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
    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.
    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
  Government
    Regulation
       5




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Competition
    Marketing
    and Sales
      Significant
    Clients
   6




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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.       7




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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;
    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 8




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
    attract and retain qualified management, sales, professional and
    technical operating personnel.    
    assimilate differences in foreign business practices and
    regulations;
    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.
   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


11,309,550Common stock issuable upon:Exercise of options which are
    outstanding


1,870,662Exercise of options which have not
    been granted


714,216Total common stock outstanding
    assuming exercise or conversion of all of the above


13,894,428     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.
  quarter-to-quarter
  
    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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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, 2005


5.51



2.59June 30, 2005


3.15



2.49September 30, 2005


3.55



2.72December 31, 2005


3.29



2.10March 31, 2006


4.73



3.11June 30, 2006


4.83



3.80September 30, 2006


4.54



3.51December 31, 2006


8.10



4.03  14




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##### Table of Contents



out-of-the-money
    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   out-of-the
 15




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STOCK
    PRICE PERFORMANCE GRAPH
    
  Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,2001


2002


2003


2004


2005


2006Bio-Imaging Technologies,
    Inc.


$
100.00



$
169.23



$
479.23



$
421.54



$
248.46



$
620.00NASDAQ U.S. Stock Index


$
100.00



$
69.14



$
103.37



$
112.49



$
114.88



$
126.23NASDAQ Health Services


$
100.00



$
86.16



$
131.76



$
166.06



$
228.23



$
227.90    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. 31,2006


2005


2004


2003


2002(Dollars in thousands, except per share data and number of
    employees)OPERATIONSService revenue

$
31,857


$
23,712


$
25,069


$
21,748


$
17,190Total revenue

$
40,519


$
30,486


$
29,691


$
25,211


$
20,879Income (loss) from operations


1,115



(4,335
)


1,604



2,198



1,551Net income (loss)


1,004



(2,545
)


949



2,338



1,140Basic earnings (loss) per share


0.09



(0.23
)


0.09



0.25



0.14Diluted earnings (loss) per share


0.08



(0.23
)


0.08



0.22



0.12FINANCIAL POSITIONCash, cash equivalents

$
16,166


$
10,554


$
9,650


$
13,289


$
2,563Working capital


10,219



8,055



13,121



12,966



1,442Total assets


34,108



28,791



28,374



25,907



11,440Long-term debt


97



551



907



771



1,379Stockholders equity


18,842



17,197



19,518



17,426



3,619OTHER DATAPurchases of property and equipment

$
2,232


$
1,871


$
1,849


$
1,641


$
992Depreciation and amortization


2,035



2,312



1,760



1,076



738Number of employees (not audited)


283



264



269



223



175Weighted average shares used in
    computing:Basic earnings (loss) per share


11,219



11,114



10,812



9,276



8,361Diluted earnings (loss) per share


12,364



11,114



12,229



10,849



9,828   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 dot-net
  Forward
    Looking Statements
  Form 10-K
 18




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Form 10-K Form 10-K,
  Critical
    Accounting Policies, Estimates and Risks
        Revenue Recognition.
  We enter into contracts that contain fixed or determinable
    fees.
 19




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




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





% ofTotal





Total





%2006


Revenue


2005


Revenue


$ Change


ChangeService revenues

$
31,856,558



78.6
%

$
23,712,141



77.8
%

$
8,144,417



34.3
%Reimbursement revenues


8,662,235



21.4
%


6,773,500



22.2
%


1,888,735



27.9
%Total revenues


40,518,793



100.0
%


30,485,641



100.0
%


10,033,152



32.9
%Cost and expenses:Cost of revenues


28,156,579



69.5
%


25,087,575



82.3
%


3,069,004



12.2
%General and administrative expenses


5,507,518



13.6
%


4,960,378



16.3
%


547,140



11.0
%Sales and marketing expenses


5,739,303



14.2
%


4,772,223



15.7
%


967,080



20.3
%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
)%    21




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22




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##### Table of Contents



Year
    Ended December 31, 2005 Compared with Year Ended
    December 31, 2004.
  % of





% ofTotal





Total





%2005


Revenue


2004


Revenue


$ Change


ChangeService revenues

$
23,712,141



77.8
%

$
25,068,670



84.4
%

$
(1,356,529
)


(5.4
)%Reimbursement revenues


6,773,500



22.2
%


4,622,105



15.6
%


2,151,395



46.5
%Total revenues


30,485,641



100.0
%


29,690,775



100.0
%


794,866



2.7
%Cost and expenses:Cost of revenues


25,087,575



82.3
%


20,451,633



68.9
%


4,635,942



22.7
%General and administrative expenses


4,960,378



16.3
%


4,452,535



15.0
%


507,843



11.4
%Sales and marketing expenses


4,772,223



15.7
%


3,182,125



10.7
%


1,590,098



50.0
%Total cost and
    expenses


34,820,176



114.2
%


28,086,293



94.6
%


6,733,883



24.0
%Income (loss) from
    operations


(4,334,535
)


(14.2
)%


1,604,482



5.4
%


(5,939,017
)


(370.2
)%Interest income


189,609



0.6
%


132,273



0.4
%


57,336



43.3
%Interest expense


(106,287
)


(0.3
)%


(129,409
)


(0.4
)%


23,122



(17.9
)%Income (loss) before income
    tax


(4,251,213
)


(13.9
)%


1,607,346



5.4
%


(5,858,559
)


(364.5
)%Income tax (benefit) provision


(1,705,841
)


(5.6
)%


658,434



2.2
%


(2,364,275
)


(359.1
)%Net income (loss)

$
(2,545,372
)


(8.3
)%

$
948,912



3.2
%

$
(3,494,284
)


(368.2
)%          23




---



##### Table of Contents



Liquidity
    and Capital Resources
  2006


2005Net cash provided by operating
    activities

$
8,528,685


$
3,118,144Net cash used in investing
    activities

$
(2,232,461
)

$
(1,870,978
)Net cash used in financing
    activities

$
(683,628
)

$
(343,638
)          24




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##### Table of Contents



Payments Due by PeriodLess Than








More ThanContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


5 YearsCapital lease obligations

$
731,113


$
634,077


$
97,036


$



$
Facility rent operating leases

$
4,538,640


$
1,425,461


$
2,501,098


$
612,081


$
Employment agreements

$
678,833


$
323,000


$
355,833


$



$
Total contractual cash obligations

$
5,948,586


$
2,382,538


$
2,953,967


$
612,081


$
             
    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       25




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Recently
    Issued Accounting Statements
      Existing
    Contracts
   Item 7a.  Quantitative
    and Qualitative Disclosures About Market Risk.  Interest
    Rate Risk
    Foreign
    Currency Risk
   26




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

PageReport of
    Independent Registered Public Accounting Firm


28Consolidated
    Balance Sheets as of December 31, 2006 and 2005


29Consolidated
    Statements of Income for the year ended December 31, 2006,
    2005 and 2004


30Consolidated
    Statements of Stockholders Equity for the year ended
    December 31, 2006, 2005 and 2004


31Consolidated
    Statements of Cash Flows for the year ended December 31,
    2006, 2005 and 2004


32Notes to
    Consolidated Financial Statements


33  27




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Report of
    Independent Registered Public Accounting Firm             28




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##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2006


2005ASSETSCurrent assets:Cash and cash equivalents

$
16,166,264


$
10,553,668Accounts receivable, net of
    allowance for doubtful accounts of $14,000 and $3,295,
    respectively


5,564,748



6,631,477Prepaid expenses and other current
    assets


1,237,405



991,840Deferred income taxes


2,210,800



715,217Total current assets


25,179,217



18,892,202Property and equipment, net


5,908,281



5,108,693Intangibles and goodwill


2,227,438



2,518,812Deferred income taxes


272,954



1,844,171Other assets


519,821



427,055Total Assets

$
34,107,711


$
28,790,933LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,720,481


$
1,680,922Accrued expenses and other current
    liabilities


3,334,554



2,026,612Deferred revenue


9,451,219



6,255,027Current maturities of capital
    lease obligations


454,458



874,267Total current
    liabilities


14,960,712



10,836,828Long-term capital lease obligations


97,036



551,494Other liability


208,208



205,787Total liabilities


15,265,956



11,594,109Commitments and
    ContingenciesStockholders
    equity:Preferred stock 
    $.00025 par value; authorized 3,000,000 shares, 0
    issued and outstanding at December 31, 2006 and 2005






Common stock 
    $.00025 par value; authorized 18,000,000 shares,
    issued and outstanding 11,309,550 and 11,167,737 shares at
    December 31, 2006 and 2005, respectively


2,827



2,792Additional paid-in capital


22,864,390



22,302,328Accumulated deficit


(4,042,619
)


(5,046,718
)Accumulated other comprehensive
    gain (loss)


17,157



(61,578
)Stockholders
    equity


18,841,755



17,196,824Total liabilities and
    stockholders equity

$
34,107,711


$
28,790,933  29




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##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF INCOME
  For the Year Ended December 31,2006


2005


2004Service revenues

$
31,856,558


$
23,712,141


$
25,068,670Reimbursement revenues


8,662,235



6,773,500



4,622,105Total revenues


40,518,793



30,485,641



29,690,775Cost and expenses:Cost of revenues


28,156,579



25,087,575



20,451,633General and administrative expenses


5,507,518



4,960,378



4,452,535Sales and marketing expenses


5,739,303



4,772,223



3,182,125Total cost and
    expenses


39,403,400



34,820,176



28,086,293Income (loss) from
    operations


1,115,393



(4,334,535
)


1,604,482Interest income


559,816



189,609



132,273Interest expense


(56,338
)


(106,287
)


(129,409
)Income (loss) before income
    tax


1,618,871



(4,251,213
)


1,607,346Income tax provision (benefit)


614,772



(1,705,841
)


658,434Net income (loss)

$
1,004,099


$
(2,545,372
)

$
948,912Basic earnings (loss) per common
    share

$
0.09


$
(0.23
)

$
0.09Weighted average number of common
    shares


11,219,283



11,114,483



10,812,185Diluted earnings (loss) per common
    share

$
0.08


$
(0.23
)

$
0.08Weighted average number of
    dilutive common equivalent shares


12,364,041



11,114,483



12,228,746  30




---



##### 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, 2003


10,710,481


$
2,678


$
20,873,968


$
(3,450,258
)

$



$
17,426,388Stock options exercised


140,986



35



129,625











129,660Shares issued for acquisition


175,853



44



847,831











847,875Tax benefit on exercise of stock
    options










164,807











164,807Net income














948,912







948,912Balance 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











80,000Unrealized loss on foreign
    currency options


















(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











51,430Unrealized gain on foreign
    currency options


















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


$
18,841,755  31




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Year Ended December 31,2006


2005


2004Cash flows from operating
    activities:Net income (loss)

$
1,004,099


$
(2,545,372
)

$
948,912Adjustments to reconcile net
    income (loss) to net cash provided by Operating activities, net
    of acquisition:Depreciation and amortization


2,035,096



2,311,853



1,759,789Provision (benefit) for deferred
    income taxes


24,203



(1,817,041
)


364,648Sales leaseback deferred gains






16,518



34,018Bad debt benefit (provision)


16,132



(10,872
)


(12,654
)Non-cash stock based compensation
    expense


357,381



71,729



13,704Loss on foreign currency options


81,513



29,100



Changes in operating assets and
    liabilities:Decrease (increase) in accounts
    receivable


1,050,597



1,337,131



(3,155,821
)Increase in prepaid expenses and
    other current assets


(234,266
)


(91,796
)


(334,663
)(Increase) decrease in other assets


(92,766
)


(108,835
)


82,034(Decrease) increase in accounts
    payable


(271,290
)


411,067



284,857Increase (decrease) in accrued
    expenses and other current liabilities


1,359,373



262,159



(297,372
)Increase in deferred revenue


3,196,192



3,178,397



6,272Increase in other liabilities


2,421



74,106



23,334Net cash provided by (used in)
    operating activities


8,528,685



3,118,144



(282,942
)Cash flows used in investing
    activities:Purchases of property and equipment


(2,232,461
)


(1,870,978
)


(1,848,927
)Net cash paid for acquisitions










(1,213,411
)Net cash used in investing
    activities


(2,232,461
)


(1,870,978
)


(3,062,338
)Cash flows from financing
    activities:Payments under equipment lease
    obligations


(874,267
)


(825,778
)


(659,513
)Payments under promissory note










(666,666
)Premiums paid for foreign currency
    options


(14,077
)


(118,032
)


Proceeds from exercise of stock
    options


153,286



93,300



129,660Excess tax benefit related to
    stock options


51,430







Proceeds from sales leaseback






506,872



902,486Net cash used in financing
    activities


(683,628
)


(343,638
)


(294,033
)Net increase (decrease) in cash
    and cash equivalents


5,612,596



903,528



(3,639,313
)Cash and cash equivalents at
    beginning of period


10,553,668



9,650,140



13,289,453Cash and cash equivalents at
    end of period

$
16,166,264


$
10,553,668


$
9,650,140Supplemental disclosure of cash
    flow information:Cash paid during the period for
    interest

$
56,338


$
106,287


$
129,409Cash paid during the period for
    income taxes

$
97,625


$
228,169


$
270,225Supplemental schedule of
    noncash investing and financing activities:Equipment purchases under capital
    lease obligations

$



$
622,531


$
902,486  32




---



##### 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
    Use of
    Estimates
    Fair
    Value of Financial Instruments
    Cash
    and Cash Equivalents
     33




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Revenue
    Recognition
           34




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Allowance
    For Doubtful Accounts
    December 31,2006


2005Billed trade accounts receivable

$
4,781,682


$
5,030,642Unbilled trade accounts receivable


771,818



1,600,155Employee receivables


11,248



3,975Total receivables

$
5,564,748


$
6,634,772Allowance Rollforward:Balance at January 1, 2005

$
14,167Additions


10,155Recoveries


(21,027
)Balance at December 31, 2005


3,295Additions


14,000Recoveries


(3,295
)Balance at December 31, 2006

$
14,000   Property
    and Equipment
      Capitalized
    Software Development
   35




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income
    Taxes
    Foreign
    Currency Translation
    Earnings
    Per Share
      For the Year Ended December 31,2006


2005


2004Net income (loss)  basic

$
1,004,099


$
(2,545,372
)

$
948,912Interest expense on convertible
    note










27,336Net income (loss) 
    diluted


1,004,099



(2,545,372
)


976,248Denominator  basic:Weighted average number of common
    shares


11,219,283



11,114,483



10,812,185Basic earnings (loss) per common
    share

$
0.09


$
(0.23
)

$
0.09Denominator  diluted:Weighted average number of common
    shares


11,219,283



11,114,483



10,812,185Common share equivalents of
    outstanding stock options


967,896







1,284,894Common share equivalents of
    unrecognized compensation expense


176,862







Common share equivalents related
    to the convertible promissory note










131,667Weighted average number of
    dilutive common equivalent shares


12,364,041



11,114,483



12,228,746Diluted earnings (loss) per common
    share

$
0.08


$
(0.23
)

$
0.08    36




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  out-of-the-money
  Derivatives
    Recently
    Issued Accounting Statements
      2.
    Acquisitions      2004Total revenue

$
30,715,877Net income

$
1,051,519Basic earnings per share

$
0.10Diluted earnings per share

$
0.09  37




---



##### Table of Contents



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


Estimated2006


2005


Useful LifeEquipment

$
5,412,801


$
4,772,557



5 yearsEquipment under capital leases


4,332,486



4,332,486



5 yearsFurniture and fixtures


744,501



710,434



7 yearsLeasehold improvements


708,826



557,939



5 yearsComputer software costs


4,317,828



2,600,954



5 years15,516,442



12,974,370Less: Accumulated depreciation and
    amortization


(9,608,161
)


(7,865,677
)Property and equipment, net

$
5,908,281


$
5,108,693     4.
    Intangible
    Assets    December 31,


Estimated2006


2005


Useful LifeAmortized intangible assets:Technology

$
406,502


$
406,502



5 yearsTrademarks


372,130



372,130



5 yearsCustomer backlog


165,900



165,900



3 yearsNon-competition agreement


175,190



175,190



3 yearsNon-competition agreement


76,953



76,953



2 years1,196,675



1,196,675Accumulated amortization


(842,943
)


(550,330
)$
353,732


$
646,345Unamortized intangible assets:Goodwill

$
1,872,467


$
1,872,467    38




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year EndingDecember 31,20062007

$
210,9832008


142,7492009


2010


2011


Thereafter


$
353,732   5.
    Accrued
    Expenses    December 31,2006


2005Accrued compensation

$
1,825,330


$
1,538,192Accrued consulting fees


75,932



63,025Accrued income taxes


435,576



125,214Accrued other


997,716



300,181$
3,334,554


$
2,026,612   6.
    Capital
    Lease Obligations           39




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         2007

$
454,4582008


97,0362009


2010


2011 and thereafter


Total minimum capital lease
    payments


551,494Less amount representing interest


(21,596
)Total present value of minimum
    payment


529,898Less current portion of such
    obligations


(435,213
)Long-term capital lease obligations


94,685   7.
    Stock
    Based Compensation      out-of-the-money
 40




---



##### 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   out-of-the
    For the Year Ended December 31,2005


2004Net (loss) income, as reported

$
(2,545,372
)

$
948,912Add: Stock-based employee
    compensation expense included in reported net (loss) income, net
    of related tax effects


689



8,222Deduct: Stock-based employee
    compensation expense determined under SFAS 123R, net of
    related tax effects


(421,407
)


(744,091
)Pro forma

$
(2,966,090
)

$
213,043(Loss) Earnings per share:Basic  as reported

$
(0.23
)

$
0.09Basic  pro forma

$
(0.27
)

$
0.02Diluted  as reported

$
(0.23
)

$
0.08Diluted  pro forma

$
(0.27
)

$
0.02     For the Year EndedDecember 31,2006Cost of revenues

$
255,374General and administrative


49,952Sales and marketing


52,055Stock-based compensation expense
    before income taxes

$
357,381  41




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005


2004Risk-free interest rate (range)


4.61 - 4.94
%


3.85
%


3.50
%Dividend yield


0.00
%


0.00
%


0.00
%Expected volatility


58.00
%


56.00
%


67.00
%Expected term (in years)


4.00



4.00



4.00   Expected Volatility.
  Expected Term.
  Risk-Free Interest Rate.
  Dividend Yield.
  Pre-Vesting Forfeitures.
  Stock
    Options
  Fiscal
    Year 2006:
  WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicStock Options

Shares


Price


Term


ValueOutstanding at December 31,
    2005


1,831,308


$
2.34



5.33


$
1,629,864Granted


198,100


$
4.00



7.14


$
792,886Exercised


126,963


$
1.21






$
870,036Forfeited or Expired


31,783


$
1.83






$
197,950Outstanding at December 31,
    2006


1,870,662


$
2.61



4.78


$
10,192,916Unvested at December 31, 2006


180,300


$
4.05



6.13


$
723,468Exercisable at December 31,
    2006


1,690,362


$
2.46



4.55


$
9,469,448        42




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Weighted AverageNumber of Shares


Option Grant DateUnderlying Options


Fair ValueNon-vested at December 31,
    2005


77,750



2.83Granted


198,100



3.53Vested


(95,550
)


3.04Non-vested at December 31,
    2006


180,300



3.49         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



629,687


2.77 years

$
0.70



629,687


2.77 years

$
0.70$
1.00-$1.16



204,000


4.95 years

$
1.11



204,000


4.95 years

$
1.11$
1.25-$1.31



188,000


1.72 years

$
1.26



188,000


1.72 years

$
1.26$
1.85-$2.80



86,375


6.10 years

$
2.80



86,375


6.10 years

$
2.80$
3.05-$5.10



571,800


6.96 years

$
4.19



391,500


6.96 years

$
4.26$
7.03



190,800


7.12 years

$
7.03



190,800


7.12 years

$
7.03$
0.63-$7.03



1,870,662


4.78 years

$
2.61



1,690,362


4.55 years

$
2.46   Restricted Stock Units:
 43




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Equity      9.
    Commitments      Year EndingDecember 31,20062007

$
1,425,4622008


1,293,7172009


1,207,3812010


612,0802011


Thereafter


$
4,538,640       10.
    Employee
    Benefit Plan    11.
    Major
    Customers   44




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     12.
    Income
    Taxes    For the Year Ended December 31,2006


2005


2004Current:Federal

$
121,411


$
50,414


$
18,451State and local


207,228



9,862



135,937Foreign


210,500



50,924



139,398$
539,139


$
111,200


$
293,786Deferred:Federal


268,717



(1,373,792
)


344,082State and local


(129,084
)


(443,249
)


20,566Foreign


(64,000
)






75,633



(1,817,041
)


364,648Income tax provision (benefit)

$
614,772


$
(1,705,841
)

$
658,434     For the Year EndedDecember 31,2006


2005Tax provision at statutory rate


34.0
%


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


4.4
%


(6.9
)%Permanent differences


1.6
%


0.4
%Foreign rate difference


(1.1
)%


(0.3
)%Other


(1.6
)%


0.7
%Effective income tax rate


37.3
%


(40.1
)%     For the Year Ended December 31,2006


2005Domestic income (loss) before
    income tax

$
1,187,448


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


431,423



399,943Total income (loss) before income
    tax


1,618,871



(4,251,213
)  45




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended December 31,2006


2005Deferred tax assets:Accrued expenses

$
28,936


$
29,318Allowance for doubtful accounts






1,338AMT credit


145,376



12,847Deferred revenue


2,381,677



998,905Federal net operating loss
    carryforwards


943,760



2,761,007Restricted stock


81,796



16,686Stock Options


67,823



Total deferred tax assets


3,649,368



3,820,101Deferred tax liabilities:Excess of tax over book
    depreciation


(323,025
)


(514,096
)Amortization of acquisition costs


(85,159
)


(7,586
)Prepaid expenses


(349,430
)


(331,030
)Total deferred tax liabilities


(757,614
)


(852,712
)Valuation allowance


(408,000
)


(408,000
)Net deferred tax assets

$
2,483,754


$
2,559,389      46




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        non-U.S. operations
    13.
    Derivatives          14.
    Foreign
    Operations   47




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.
    Business
    Segments      Pharmaceutical


CapMed


ConsolidatedContract Services


Division


TotalFiscal 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


$
28,790,933Fiscal 2004Total revenues

$
29,579,645


$
111,130


$
29,690,775Total cost and expenses

$
27,145,793


$
940,500


$
28,086,293Income (loss) from operations

$
2,433,852


$
(829,370
)

$
1,604,482Total assets at December 31,
    2004

$
27,377,774


$
996,040


$
28,373,814    48




---



##### Table of Contents



BIO-IMAGING
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    Related
    Party Transactions    17.
    Subsequent
    Event   49




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Evaluation of disclosure controls and
    procedures. Rules 13a-14(c) 15d-14(c) Form 10-K,
  Changes in internal controls.
  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.   50




---



##### 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.
 51




---



##### 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 29th, 2007/s/  Ted
    I. KaminerTed
    I. Kaminer

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

March 29th, 2007/s/  Jeffrey
    H. Berg, Ph.D.Jeffrey
    H. Berg, Ph.D.

Director

March 29th, 2007/s/  Richard
    F. CiminoRichard
    F. Cimino

Director

March 29th, 2007/s/  E.
    Martin Davidoff, Esq.,
    CPAE.
    Martin Davidoff, Esq., CPA

Director

March 29th, 2007/s/  David
    E. Nowicki, D.M.D.David
    E. Nowicki, D.M.D.

Chairman of the 
    Board and Director

March 29th, 2007/s/  David
    StackDavid
    Stack

Director

March 29th, 2007/s/  James
    A. Taylor,  Ph.D.James
    A. Taylor, Ph.D.

Director

March 29th, 2007/s/  Paula
    B. StaffordPaula
    B. Stafford

Director

March 29th, 2007  52




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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. 53




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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 herewith.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.
    
    Included herewith, revised confidential treatment. 54