<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-K
(Mark One)
   [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
            EXCHANGE ACT OF 1934  

            FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

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

            FOR THE TRANSITION PERIOD FROM _____ TO _____

                        COMMISSION FILE NUMBER 000-21281

                              CN BIOSCIENCES, INC.
                              --------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     33-0509785 
            --------                                     ---------- 
            (State or other jurisdiction of              (I.R.S. Employer
            incorporation or organization)               Identification No.)

            10394 PACIFIC CENTER COURT, SAN DIEGO, CA    92121    
            -----------------------------------------    -----    
            (Address of principal executive offices)     (Zip Code)

            Registrant's telephone number, including area code: (619) 450-5500
                                                                --------------

Securities registered pursuant to Section 12(b) of the Act:
                          None

Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, par value $.01 per share

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes (X)  No (  )

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

The aggregate market value of the voting common equity held by non-affiliates 
of the registrant on February 10, 1998 was approximately $81 million.

As of February 10, 1998 the Registrant had 5,652,911 shares of Common Stock
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's 1997 Annual Report to Stockholders - Part II
Portions of the Registrant's Proxy Statement for the 1998 Annual Meeting of
Stockholders - Part III



<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<S>                                                                                                            <C>
PART I

    Item 1.     Business                                                                                        3

    Item 2.     Properties                                                                                     24

    Item 3.     Legal Proceedings                                                                              24

    Item 4.     Submission of Matters to a Vote of Security Holders                                            24

PART II

    Item 5.     Market for Registrant's Common Equity and Related Stockholder Matters                          25

    Item 6.     Selected Consolidated Financial Data                                                           25

    Item 7.     Management's Discussion and Analysis of Financial Condition  and Results of Operations         25

    Item 7A.    Quantitative and Qualitative Disclosures about Market Risk                                     25

    Item 8.     Financial Statements and Supplementary Data                                                    25

    Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure           25

PART III

    Item 10.    Directors and Executive Officers of the Registrant                                             26

    Item 11.    Executive Compensation                                                                         26

    Item 12.    Security Ownership of Certain Beneficial Owners and Management                                 26

    Item 13.    Certain Relationships and Related Transactions                                                 26

PART IV

    Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K                               27

Signatures                                                                                                     30

Schedule II -   Valuation and Qualifying Accounts                                                              31

Exhibit Index                                                                                                  32
</TABLE>







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                                     PART I

ITEM 1.  BUSINESS

  As used in this Annual Report on Form 10-K, references to the "Company" or
"CN Biosciences" refer to CN Biosciences, Inc. and its direct and indirect
subsidiaries, unless otherwise indicated or the context otherwise requires.

  This Annual Report on Form 10-K contains forward-looking statements which
involve risks and uncertainties.  The Company's actual results in the future
could differ significantly from the results discussed in such forward-looking
statements.  Factors that could cause or contribute to such a difference
include, but are not limited to, those set forth under the caption Risk Factors
and in Management's Discussion and Analysis of Financial Condition and Results
of Operations, incorporated by reference herein.

THE COMPANY

  CN Biosciences, Inc. ("CN Biosciences" or the "Company") is engaged in the
development, production, marketing and distribution of a broad array of
products used worldwide in disease-related life sciences research at
pharmaceutical and biotechnology companies, academic institutions and
government laboratories. The Company's products include biochemical and
biological reagents, antibodies, assays and research kits which it sells
principally through its general and specialty catalogs under its
well-established brand names, including Calbiochem, Novabiochem, Oncogene
Research Products and Novagen.  In December 1997, the Company completed the
acquisition of all of the outstanding capital stock of Novagen, Inc. and its
parent holding company for $10.5 million in cash, which was paid in January
1998.  The acquisition was accounted for as a purchase, and in connection
therewith in-process technology valued at $6.8 million was written off
effective as of the purchase date.  Novagen's products are complementary to the
Company's other brands, and address researchers' needs in protein expression
systems, PCR cloning systems, protein detection and purification systems, and
other areas of molecular biology research.  In addition, tools for protein
expression also serve as the platform for the emerging applications of
functional genomics and drug discovery.

  With over 9,300 products, the Company offers scientists the convenience of
obtaining from a single source both innovative and fundamental research
products, many of which are instrumental to areas of research such as
infectious and genetic disease, developmental and cell biology, cancer,
cardiovascular disease, Alzheimer's and AIDS. The Company believes it has
established a long-standing reputation in the life sciences research products
market for product quality, product reliability, extensive technical service
and strong customer support.

  The Company believes that it is strategically positioned with both the
breadth of research products and critical mass that are characteristic of the
industry's larger providers, as well as the innovative research and development
capabilities that are characteristic of the industry's smaller specialty
companies. Based upon this strategic positioning, the Company believes it can
establish itself as a leading supplier of higher margin research products to
selected emerging, high growth niche research markets by offering innovative
products through specialty catalogs.  The Company has implemented its niche
research market strategy in areas such as signal transduction, apoptosis and
combinatorial chemistry, and has recently announced additional niche offerings
in glycobiology and neurosciences. The Company intends to continue to penetrate
emerging niche research markets through internal development and the selective
acquisition of companies with products in areas targeted for future growth. The
Company's successful acquisition and integration of the Oncogene Research
Products business is an example of the implementation of this strategy. As a
result of this acquisition, the Company significantly expanded its capabilities
in molecular biology and immunology and added over 700 new product offerings,
many of which are included in the Company's Apoptosis specialty catalog.  The
acquisition of Novagen further expanded the Company's scientific expertise in
molecular biology and added over 600 new products.





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  A key element of the Company's growth strategy is to leverage certain
existing assets of the Company including (i) its comprehensive general catalog
product offerings, customer base and reputation, (ii) its global manufacturing
and distribution infrastructure, including its highly automated order
fulfillment system and (iii) the scientific expertise of its staff in
immunochemistry, biochemistry, molecular biology and peptide chemistry. During
1997, the Company sold products to over 8,700 accounts, filled over 107,000
orders in 50 countries and generated sales of $39.4 million and net income of
$3.8 million before accounting for a one time write off of in-process
technology related to the acquisition of Novagen. The Company's development,
marketing and distribution activities are supported by the Company's highly
experienced scientific staff, which includes 48 professionals holding Ph.D.s in
a variety of life sciences disciplines, as well as other personnel located at
eight facilities in the United States, Europe, Japan and Australia.

INDUSTRY OVERVIEW

  The life sciences research industry has experienced dramatic advances in
biology and chemistry over the past three decades, particularly as they relate
to the understanding of the origin of diseases at the molecular and cellular
level. These advances have led to the rapid expansion of drug discovery
programs and the development of new methodologies of research. Industry sources
estimate that there are over 300,000 scientists worldwide currently engaged in
life sciences research. In 1996, U.S. pharmaceutical and biotechnology
companies spent over $20 billion on research and development. In addition,
academic institutions and government laboratories receive a portion of their
research funding from organizations such as the NIH, which had a budget for
1996 exceeding $11.9 billion. Recently, the NIH budget has grown at a
compounded annual rate of approximately 6.7%, although during any individual
period, governmental budgetary pressures have resulted in lowered levels of
growth in funding to NIH and other government agencies that fund research and
development activities.  Based upon published information the Company
anticipates continuing growth in the funding to NIH and other agencies during
the upcoming year.  In a recent industry survey published in 1994, Frost &
Sullivan estimated that $1.6 billion was spent worldwide in 1992 on specialty
biochemical products, such as those offered by the Company for research in
biochemistry, immunology, cellular biology and molecular biology. According to
Frost & Sullivan, the compound annual growth rate from 1992 through 1999 for
the U.S. life sciences research products market (which represents approximately
one-third of the worldwide market) is estimated to be approximately 13%.
Furthermore, the Company believes that certain segments of life sciences
research, such as apoptosis, signal transduction, combinatorial chemistry,
neurosciences and glycobiology are particularly strong areas of growth.

  Life sciences researchers utilize specialty biochemical products to conduct
their research. These research products range broadly in complexity, purity,
scarcity, cost and function, and their availability and quality are often
critical to a project's success. Furthermore, recent advances in understanding
physiological processes at the molecular and cellular level, genomics and the
development of other basic life sciences technologies, have increased the
demand for innovative product solutions designed to assist scientists in
improving the efficiency and quality of their research. Examples of such
solutions include PCR cloning tools, protein detection and purification tools,
specific protein or peptide fragments, monoclonal antibodies or DNA probes
tailored to a given research protocol that would be too time consuming or
complex for a researcher to prepare at his or her own lab bench. Other examples
include kits designed to reduce complex multi-step procedures, thereby
shortening the time required for experiments, improving the quality of
information provided in many cases and ensuring repeatability of the experiment
in subsequent research. The Company believes that researchers are typically
concerned primarily with product performance, quality, rapid availability, time
savings and the value added by innovative products such as specialized assays
and research kits, and are relatively less sensitive to price. Because life
sciences research can often involve experimentation carried out over months or
even years, and because researchers seek to minimize extraneous variables in
their research protocols, the consistency of research products is essential. As
a result, the Company believes that researchers tend to exhibit loyalty to the
supplier that first supplies them with a particular research product.

  The life sciences research products industry is highly fragmented. The
industry is comprised of several very large public companies and a large number
of smaller companies which are typically privately held.





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The larger companies typically generate revenues from the sale of a broad range
of equipment, laboratory supplies and other products, including research
products which compete with many of the Company's product offerings. These
larger suppliers generally place greater emphasis on high- revenue generating
products and on the breadth of their product offering than on providing
innovative products early to market. The smaller companies, the majority of
which are substantially smaller than the Company, typically supply a highly
focused product offering to very specific market niches. These smaller
companies generally specialize in addressing the emerging needs of life
sciences researchers by emphasizing innovative products. Such smaller companies
often lack the distribution network and capital resources required to grow
beyond providing a limited and highly specialized offering to a relatively
narrow market. As the market expands and the need to cost effectively
distribute products to a larger, more geographically diverse customer base
increases, the Company believes that customer access will be increasingly
difficult for smaller companies lacking significant marketing and distribution
infrastructure. The Company believes that the industry's fragmented structure
and underlying dynamics may create opportunities for consolidation.

STRATEGY

  CN Biosciences' goal is to become a leading provider of innovative research
products to the life sciences research market. To achieve this goal, CN
Biosciences' strategy includes the following elements:

  Target Emerging, High Growth Niche Research Markets. The Company seeks to
establish leading positions early in the evolution of the market's faster
growing, higher margin niche research markets. The Company identifies a
potentially attractive niche research market through a comprehensive review by
its scientific personnel and interaction with the Company's Technology Council
and network of other scientific advisers. In deciding which niche research
markets to pursue, the Company considers a number of factors, including
potential market size, synergies with existing areas of research, resources
required to develop both the product offering and related catalog and the
potential for establishing a leading position early in the market's
development. Once the Company has identified a niche research market, it
assembles a targeted product offering from its existing products, new products
developed by its own scientific staff and products sourced from third parties.
These products are then distributed primarily through specialty catalogs
designed to provide scientists working in a specific field with a single
comprehensive source integrating both innovative products often not found
elsewhere and a broad range of related products. During 1997, the Company
introduced updated versions of its Apoptosis and Signal Transduction specialty
catalogs.  The Company also issued specialty catalogs in Neurosciences and
Glycobiology  in early 1998. CN Biosciences seeks to be first to
comprehensively market products in each of its targeted niche research markets
and to be in a leading position early in such market's development.

  Expand Product Offerings to Existing Customer Base. The Company intends to
expand sales through the introduction of new product offerings to its existing
customer base. The Company's new product development efforts, both for its
specialty and general catalogs, are supported by its significant commitment to
research and development. New product ideas are generated through active
dialogues among the Company, its customers and its extensive network of
scientific advisers, participation in national and international conferences,
and comprehensive reviews of selected scientific literature. The Company
believes that successfully penetrating further niche research markets will, in
addition to generating revenues from sales of products contained in its
specialty catalogs, also increase the number of research scientists and
institutions seeking to license their discoveries to the Company for production
and distribution, and generate increased sales of products in the Company's
comprehensive general catalogs.

  Pursue Strategic Acquisitions. The Company intends to penetrate emerging
niche research markets and expand product offerings to existing customers
through the selective acquisition of companies with research and development
capabilities and product offerings in areas targeted for future growth. In
August 1995, the Company consummated the strategic acquisition of the Oncogene
Research Products business, which has enabled the Company to substantially
expand its offerings of assays, kits, monoclonal antibodies and polyclonal
antibodies. In December 1997, the Company consummated the strategic acquisition
of Novagen which added further breadth to its product line in the molecular
biology discipline.  The Company believes that, due to the highly fragmented
nature of the life sciences research products industry, significant
opportunities for consolidation exist, although no assurances can be made that
the Company will





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be able to identify and successfully consummate additional acquisitions. The
Company believes that the industry's smaller companies are typically privately
held and individually generate less than $10 million in annual revenues, yet
conduct a significant portion of the industry's innovative research,
particularly in specific niche research markets. The Company has numerous
contacts with many of these smaller research products companies for which the
Company often acts as a distributor or licensee, and believes that these
relationships may facilitate both the identification and consummation of
acquisitions.

  Maximize Operating Efficiencies. The Company believes its investment in and
refinement of its product sourcing, procurement, production, inventory
management and order fulfillment capabilities, as well as its worldwide
distribution network and computer systems will continue to enable the Company to
operate more cost-effectively and to achieve greater service efficiency at
higher sales volumes. Additionally, the Company believes that this
infrastructure provides opportunities for the Company to service and support
increased net sales without the need for commensurate increases in expenses. The
Company utilizes a "technology center" concept for each brand which allows for
product development, customer service, technical support and brand-specific
marketing capabilities at its manufacturing locations, while retaining
centralization of many administrative and routine operations at its San Diego
headquarters.

CORE COMPETENCIES

  The Company believes that its past success is attributable to a number of
factors, including:

  Experienced Management Team, Scientific Staff and Network of Scientific
Advisers. The Company's executive officers have an average of over ten years of
experience in the research products industry. In addition, since 1993 the
Company has expanded its scientific staff to include 48 professionals holding
Ph.D.s in a variety of life sciences disciplines. With its expanded scientific
staff and its particular expertise in immunochemistry, biochemistry, molecular
biology and synthetic peptides, the Company is able to offer a broad range of
products and to support such product offerings with both a high level of
scientific content in its catalogs and knowledgeable technical support
personnel. The Company regularly interacts with a network of scientific
advisers within the life sciences research industry including its four member
Technology Council, members of academic institutions with which the Company
collaborates, as well as its customers. These interactions have enabled the
Company to identify the specialized needs of researchers in several emerging
fields of life sciences research and to provide innovative product solutions to
facilitate research in these targeted areas.

  Merchandising and Marketing Expertise. The Company believes its skill in
positioning and merchandising its products has enabled it to expand its share
of the life sciences research products market. The Company employs a variety of
marketing techniques to enable it to produce catalogs that the Company believes
are more informative and more visually appealing than those of its competitors.
In structuring its catalog offerings, the Company effectively combines basic
product information with a significant amount of related scientific reference
data and technical advice.  In addition, with each new edition of the Company's
catalogs, the Company has increased the level of indexes and cross references
-- by application, product category and individual product -- and developed a
variety of color coded reference aids, all of which are designed to facilitate
the ease with which a scientist can find the product needed to conduct his or
her research. Capitalizing on these skills, its established catalog brand names
and its comprehensive list of product offerings, the Company has identified
opportunities to target high growth emerging niche research markets using
specialty catalogs to more effectively bring its products to the attention of
research scientists.

  Total Quality Management, Technical Service and Customer Support. Research
scientists require that the products used in their research conform to exacting
quality standards. The Company utilizes its Total Quality Management program to
ensure that customers receive consistent, high quality products which meet or
exceed customer requirements and catalog specifications. Quality control
functions designed to provide controls over the products distributed, whether
internally manufactured or externally sourced, have been fully integrated into
the Company's development and manufacturing process. In addition, the Company
provides extensive technical service to customers, primarily over the
telephone, in situations where customers have questions regarding complex
product applications, research protocols and





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background regarding use of the Company's products. The Company also provides
strong customer support through its customer service staff of trained
professionals at various worldwide locations, who are primarily responsible for
answering customer telephone inquiries, receiving orders and following up on
general product matters.

  Highly Automated Order Fulfillment. The nature of life sciences research and
the rapid pace with which it is conducted is such that results achieved one day
may subtly change the course of the scientist's experiments for the next day.
As a result, research scientists will often require specific research products
delivered on short notice, and the speed and accuracy with which such products
are delivered can affect the success or failure of the researcher's work. The
Company has a highly automated order fulfillment system capable of delivering
substantially all customer orders worldwide on a next-day basis. The Company
believes that this system enables the Company to compete with its larger
competitors and gives it a competitive advantage over its smaller competitors,
while at the same time making the Company an attractive distribution outlet for
these smaller companies.

PRODUCTS

  The Company sells over 9,300 products represented by over 17,000 stock
keeping units (SKUs). Through the ongoing efforts of its scientific and
technical staff, its contacts with researchers in academic and commercial
research laboratories and its open dialogue with scientific advisers, the
Company continually adds new products to its product offerings.

   The broad categories of the Company's products include:

<TABLE>
<CAPTION>
    PRODUCT CATEGORY                                           DESCRIPTION OF PRODUCTS
    ----------------                                           -----------------------
 <S>                                                 <C>
 Biochemicals  . . . . . . . . . . . . . . . .       Includes 25 major categories of products comprised of enzymes, proteins, 
                                                     detergents, inhibitors, antibiotics and others.

 Immunochemicals . . . . . . . . . . . . . . .       Includes monoclonal and polyclonal antibodies, antibodies to various receptor
                                                     proteins, signaling proteins, glycoproteins, proto-oncogenes, enzymes,
                                                     neurotoxins and others.

 Amino Acids and Peptides  . . . . . . . . . .       Includes Fmoc and Boc amino acid derivatives and hundreds of biologically
                                                     active peptides.

 Kits and Assays . . . . . . . . . . . . . . .       Includes a family of free radical marker ELISA kits for oxidative stress 
                                                     research as well as a rapidly growing line of ELISA kits for use in apoptosis
                                                     research such as NMP, Fas and cdk1.

 Resins and Linkers  . . . . . . . . . . . . .       Includes tentagel and polystyrene resins, together with a variety of trityl
                                                     linkers.

 Molecular biology reagents  . . . . . . . . .       Includes cloning systems, expression systems, protein detection and
                                                     purification reagents and transcription/translation reagents and PCR 
                                                     sequencing products.
</TABLE>

  The Company's products are marketed through five brands, each targeting
different segments of life sciences research, although some overlap exists
between the markets and products of each brand.

   -     Calbiochem. Calbiochem brand products target the immunology, cell
         biology and biochemistry segments of life sciences research.
         Calbiochem has been providing research products for over 40 years and
         is a well-recognized name in the life sciences research industry.

   -     Novabiochem. The Company's Novabiochem brand covers products for the
         biochemistry and peptide chemistry segments of life sciences research.
         Novabiochem brand products have been offered since 1986.





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   -     Oncogene Research Products. The Company identifies Oncogene Research
         Products as a brand of CN Biosciences. These products target the
         immunology and molecular biology segments of life sciences research.

   -     Clinalfa. The Company's Clinalfa brand offers biologically active
         peptides and related biological products for use in limited human
         trials for research purposes. Clinalfa products are distributed
         principally in Europe.

   -     Novagen.  The Company's recently acquired Novagen brand offers protein
         expression systems, PCR cloning systems, protein detection and
         purification systems, and other areas of molecular biology research.

In addition to sales of its core products in standard laboratory quantity sizes
(generally from 100 nanograms to as large as 100 grams), the Company offers
certain products in bulk quantities (generally up to ten kilograms) generally
at discounts from catalog prices.


















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PRODUCT POSITIONING AND MARKETING

  The Company's products are principally sold through its four general and six
specialty catalogs. The Company also periodically distributes a number of other
publications to supplement its catalogs. The following table identifies each of
the Company's catalogs and gives the most recent publication dates, the
approximate number of copies published, the approximate number of products
included, the principal product focus and the brand names featured:


                               SUMMARY OF CATALOGS

<TABLE>
<CAPTION>
                                                    NUMBER OF       APPROXIMATE
                                                     CATALOGS        NUMBER OF       PRINCIPAL PRODUCT
     CATALOGS                LAST PUBLISHED         PUBLISHED        PRODUCTS               FOCUS                  BRAND NAMES 
 -------------------       ------------------      ------------    ------------      -------------------         ---------------
 GENERAL
 <S>                       <C>                      <C>                  <C>            <C>                         <C>
   Calbiochem              First Quarter 1998       170,000           4,100          Biochemicals and            - Calbiochem
                                                                                     Immunochemicals             - Novabiochem
                                                                                                                 - Oncogene
                                                                                                                    Research
                                                                                                                    Products
                                                                                
   Novabiochem             Third Quarter 1996        58,000           2,100          Peptides, Boc and           - Novabiochem
                                                                                     Fmoc Amino Acids and
                                                                                     Peptide Synthesis
                                                                                     Reagents
                                                                                
   Oncogene Research       Fourth Quarter 1996       80,000            865           Antibodies, Markers,        - Oncogene
     Products                                                                        Reagents and Kits              Research
                                                                                                                    Products
                                                                                
   Novagen                 Second Quarter 1997       50,000            600           Protein expression          - Novagen
                                                                                     systems
                                                                                
 SPECIALTY                                                                      
   Signal Transduction     Third Quarter 1997       100,000           2,100          G Proteins, Kinases,        - Calbiochem
                                                                                     Nitric Oxide, Calcium       - Novabiochem
                                                                                     Metabolism and p53          - Oncogene
                                                                                                                    Research
                                                                                                                    Products
                                                                                
   Apoptosis               Third Quarter 1997        60,000            600           Antibodies, Assays,         - Calbiochem
                                                                                     ELISAs, Kits and            - Oncogene
                                                                                     Reagents                       Research
                                                                                                                    Products
                                                                                
   Combinatorial           First Quarter 1998        20,000            250           Resins, Linkers, Fmoc       - Novabiochem
     Chemistry                                                                       Amino Acids and
                                                                                     Peptide Synthesis
                                                                                     Reagents
                                                                                
   Clinalfa                First Quarter 1996         8,000            40            Biologically Active         - Clinalfa
                                                                                     Peptides
                                                                                
   Neurosciences           First Quarter 1998        65,000           800            Neuroimmunology             - Calbiochem
                                                                                                                 - Oncogene
                                                                                                                    Research
                                                                                                                    Products
</TABLE>


  General Catalogs

  The Company utilizes general catalogs summarizing the complete product
offerings under each of its principal brands to reach a broad audience of life
sciences research scientists. The following is a brief summary of each of the
Company's four general catalogs:

  - Calbiochem General Catalog. The Calbiochem general catalog has been
    published since 1954. The most recent catalog, published in the first
    quarter of 1998, summarizes the Company's offering of approximately 4,100
    biochemicals and immunochemicals, including more than 1,000 products new to
    the catalog. Approximately 170,000 copies of the most recent edition of the
    catalog have been published. The Calbiochem general catalog combines
    Calbiochem brand products, along with selected





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    Oncogene Research Products and Novabiochem brand products, to provide a
    broad offering to research scientists. Important product categories
    contained in this catalog include G-proteins, calcium metabolism, protein
    kinases, nitric oxide and protein phosphates.

  - Novabiochem General Catalog. The Novabiochem general catalog summarizes the
    Company's 2,100 item product offering of resins, amino acid derivatives and
    reagents for peptide synthesis, as well as biologically active peptides and
    enzyme substrates and inhibitors. Published since 1986, 58,000 copies of the
    newest edition of the Novabiochem general catalog were published in the
    third quarter of 1996. The catalog includes unique "synthesis notes"
    prepared by the Company which provide a comprehensive and current review of
    solid phase peptide synthesis methodology.

  - Oncogene Research Products General Catalog. Approximately 865 products are
    included in this catalog which focuses primarily on scientific research in
    the areas of cancer, heart disease, signal transduction and neurobiology.
    Approximately 80,000 copies of the most recent version of this catalog were
    published in the fourth quarter of 1996. Key products in the catalog include
    antibodies, assays, kits, peptides and probes.

  - Novagen General Catalog. Approximately 600 products are included in this
    catalog which focuses primarily on protein expression systems. Approximately
    50,000 copies of the most recent version of this catalog were published in
    the second quarter of 1997. Key products in the catalog include cloning
    systems, expression systems, transcription/translation products, detection/
    purification products, PCR/sequencing products and molecular size markers.

  Specialty Catalogs

  Commencing in 1994, with the publication of its first specialty catalog in the
area of signal transduction, the Company's strategy has included the development
of specialty catalogs focused on niche research markets to meet the specific
needs of researchers in newer, high growth areas of life sciences research. One
key element of this strategy has been to significantly increase the scientific
background data contained in its catalogs, so that researchers view the
Company's catalogs not only as compendiums of product listings, but also as
significant technical resources. A recent implementation of this strategy is the
Company's Apoptosis specialty catalog which contains text-book quality
descriptions, illustrations and schematics of central elements in the current
understanding of the phenomenon of apoptosis, as well as detailed methods and
protocols for some of the most commonly utilized procedures needed to conduct
research in this area.

  - Signal Transduction Specialty Catalog. Approximately 2,100 products from the
    Calbiochem, Novabiochem and Oncogene Research Products brands have been
    integrated into this specialty catalog which addresses the needs of
    researchers doing work in signal transduction. Approximately 100,000 copies
    of the Company's fourth edition of this catalog were published in the third
    quarter of 1997 which contained over 700 products new to the catalog. Over
    the past several years, the level of signal transduction research has grown
    as scientists in many disciplines have increasingly focused on the impact on
    their research of both intercellular and intracellular communication. In
    addition to detailed product listings, the catalog provides literature
    reviews, product structures, molecular weights, application comments,
    technical protocols and comparative tables of use to many signal
    transduction researchers.

  - Apoptosis Specialty Catalog. This specialty catalogs focuses on research in
    the area of apoptosis. Apoptosis, or "programmed cell death," is a process
    whereby various stimuli activate a genetic program to implement a specific
    series of events that culminate in the death and efficient disposal of a
    cell with minimal damage to surrounding cells or tissue. Apoptosis is
    essential for normal development of cells, and disruption to the apoptotic
    process can lead to a spectrum of defects thought by some researchers to be
    important to various diseases including cancer, AIDS and Alzheimer's. The
    potential for drugs that modulate the regulation of apoptosis provides a new
    and growing opportunity for the treatment of many disease states, and the
    Company anticipates continued growth in this area of research. The updated
    catalog, published in the third quarter of 1997, combines existing
    Calbiochem and Oncogene Research Products brand products with newly
    developed, innovative products focused





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    on addressing this new and growing area of scientific research.
    Approximately 60,000 copies of the Apoptosis specialty catalog have been
    published. The catalog includes extensive literature citations, materials
    and methods, information and scientific diagrams to assist the researcher
    working in this relatively new field of study.

  - Combinatorial Chemistry Specialty Catalog. Combinatorial chemistry has
    emerged as a powerful new tool used by pharmaceutical companies in the drug
    discovery process. In the first quarter of 1998, the Company published the
    most recent edition of its Combinatorial Chemistry catalog. This catalog,
    20,000 copies of which have been published, provides approximately 250
    products focused primarily on solid supports, condensation reagents, resins
    and linkers of interest to companies utilizing combinatorial chemistry
    techniques.

  - Clinalfa Specialty Catalog. This catalog contains Clinalfa brand products
    which capitalize upon existing strengths in the Company's manufacturing
    capabilities to provide a selection of ultra-pure peptides of interest to a
    specialized group of researchers focused on human clinical research
    applications, principally in the European market. Approximately 8,000 copies
    of the most recent Clinalfa specialty catalog have been published. The
    Company's Clinalfa brand product offering is produced under appropriate good
    manufacturing practices ("GMP") which meet the requirements of government
    regulations and its clinical research customers in this area.

  - Neurosciences. The Company's newest specialty catalog contains over 800
    products from both the Calbiochem and Oncogene Research Products brands and
    addresses the needs of neuroimmunologists and those studying neurological
    disease disorders. Approximately 65,000 catalogs were printed with
    distribution beginning in the first quarter of 1998.

  Other Publications

  In addition to its general and specialty catalogs, the Company utilizes its
internal staff in developing and distributing a variety of supporting
publications designed to highlight its new products and target specific market
segments with selected product offerings. These publications include:

  - Biologics. The Calbiochem brand general biochemical and immunochemical
    newsletter is published two to three times per year and is distributed to
    the entire Calbiochem mailing list, including biochemists, neurobiologists,
    biologists and immunologists. This broad- based publication introduces new
    product offerings under the Calbiochem brand (including inhibitors, enzymes
    and detergents) and also includes updated scientific articles and
    references.

  - Flagship Brochures. The Company's Flagship Brochures present the complete
    product line of five areas within signal transduction that the Company has
    singled out for special market emphasis, comprised of protein kinases,
    calcium metabolism, G-proteins, nitric oxide and protein phosphatases. The
    first of these brochures was introduced by the Company in October 1995.

  - Technical Bulletins. The Company maintains more than 50 Technical Bulletins
    relating to Calbiochem brand products. These are two to six page
    publications that focus on specific products and product lines, including
    detergents, protease inhibitors, lipoproteins and ionophores. These
    publications are used for targeted direct mailings as well as for
    distribution at trade shows, scientific conferences and exhibitions.

  - Letters, Innovations and Technical Notes. These are an interrelated trio of
    support publications for Novabiochem brand products and are distributed to
    customers interested in peptide synthesis and combinatorial chemistry.
    Letters is published two to three times per year to inform customers of the
    Company's new and innovative products being developed for use in their drug
    discovery programs. Each edition features new linkers, resins and amino acid
    derivative products useful for a variety of peptide and small molecule
    synthesis techniques. Innovations is published four to six times per year
    and provides a much more expansive description of the products introduced in
    Letters. It includes procedures for new product use along with up-to-date
    literature references. Novabiochem Technical





                                       11
<PAGE>   12

    Notes are released one or two times per year and are based on the most
    recent techniques used in solid phase peptide synthesis or solid phase
    organic synthesis. Novabiochem Technical Notes contain detailed
    descriptions, explanations and suggestions for using certain Novabiochem
    brand products.

  - Oncogene Research Products Publications. Oncogene Research Product brand's
    New Product Guide is published one to two times per year and is widely
    distributed to researchers studying cell cycle, cell proliferation,
    apoptosis and signal transduction as well as to Oncogene Research Products
    customers studying heart disease and metastasis, tumor suppressor genes and
    neurosciences. A variety of applications brochures and mailers focusing on
    the Oncogene Research Products brand are distributed six to eight times per
    year, focusing on various new and existing product portfolios applicable to
    select market segments, including proteases, apoptosis kits, cdk1 and
    ELISAs.

DEVELOPMENT OF NEW PRODUCTS

  The Company conducts its research and development at its technology centers
in San Diego, California, Cambridge, Massachusetts, Madison, Wisconsin, and
Laufelfingen, Switzerland. The Company's research scientists internally develop
new products, source new products from third parties and refine manufacturing
techniques for existing products. The Company introduced over 700 new products
in 1996 and introduced over 2,300 new products, including over 600 products
introduced as a result of the acquisition of Novagen, in 1997. The Company's
historical experience indicates that a significant number of its products have
relatively long life cycles, often in excess of five years. The Company
identifies potential new products from many sources, including through customer
input, its Technology Council and extensive network of scientific advisers,
review of selected scientific literature, established relationships with
research institutes and universities and participation in industry trade shows.

  Product introductions are developed and monitored by the Company and offered
under one of the Company's brand names and through one or more of its catalogs
and supporting publications.

SALES AND DISTRIBUTION

  Catalogs and Supporting Publications. The Company markets its products
directly to its customers through its catalogs and supporting publications. The
Company believes that the quality and presentation of its catalogs represent a
competitive advantage. The Company devotes significant resources to creating
and designing catalogs that have a high degree of scientific and technical
content and are, the Company believes, considerably more visually appealing
than those of its competitors. The Company's catalogs generally are extensively
indexed and cross referenced -- by application, product category and individual
product -- and contain a variety of color coded reference aids which are
designed to facilitate the ease with which a scientist can find the product
needed to conduct his or her research. In addition, new product offerings are
extensively highlighted. Catalogs generally contain detailed technical
information concerning the catalog's products, including current citations to
scientific research papers in which the products have been used, as well as
background information regarding focused areas of research in which various
subgroups of research products may be utilized. Catalogs are published for
distribution in the United States with pricing in U.S. dollars. In addition, a
number of the Company's catalogs and brochures are printed for foreign
distribution with pricing in local currencies.

  The Company's marketing communications group utilizes in-house desktop
publishing systems in coordination with the Company's management information
systems and databases to assist in the production of camera-ready masters of
certain catalogs and publications. This enables the Company to revise and
reprint certain catalogs in 12 to 18 month cycles and to distribute other
publications more frequently. To further differentiate its publications from
those of many of its competitors, the Company has increasingly shifted to high
quality four color printing for its catalogs and brochures, and utilizes its
internal staff to significantly increase their graphic content.

  The Company directly distributes its catalogs and supporting publications
using its proprietary database containing profiles of more than 100,000
research scientists and institutions. The Company believes that a substantial
portion of its revenue represents sales to repeat customers. During 1997, the
Company sold





                                       12
<PAGE>   13

products to more than 8,700 accounts, with more than 74% of these customers
making purchases multiple times during the year. The Company also selectively
mails catalogs and other publications to potential customers, information about
whom is obtained from trade shows, responses to Company advertisements, foreign
distributors and sales representatives, and the Company's home pages on the
Internet. The Company also advertises its catalogs in scientific journals,
publicizes them at industry trade shows and other scientific functions and
utilizes its network of sales representatives, distributors and industry
contacts to attract additional potential customers whose profiles can then be
added to the Company's database.

  Sales Offices and Customer Service Representatives. In addition to its San
Diego headquarters, the Company maintains sales and customer support offices in
Cambridge, Massachusetts, Madison, Wisconsin, Switzerland, the United Kingdom,
Germany, Australia and Japan. The Company's staff of 22 customer service
representatives receive telephone orders directly from customers. The customer
service representatives utilize a computerized data-entry system which enables
them to immediately access detailed customer and product information, quote
prices and check product availability. The Company has the ability to process
standing orders and to schedule periodic shipments according to the needs of
its customers. Orders are also submitted by mail and fax. Standard payment
terms are net 30 days, but the Company also accepts Visa, MasterCard and
American Express. The Company employs a limited sales force of 7 individuals,
principally in the United States and Europe, and has a network of over 50
independent foreign distributors who resell the Company's products to their
customers in selected markets.

  Technical Support. The Company employs a staff of 15 technical service
specialists throughout its worldwide locations who are available during
business hours to consult with research scientists concerning the use of the
Company's products. These service specialists (11 of which hold Ph.D.s) are
actively involved in the development and are knowledgeable about the use of the
Company's products. Technical support is also available through the Company's
foreign sales offices and distributors.

  Internet. The Company maintains home pages on the Internet for the
Calbiochem, Novabiochem, Oncogene Research Products and Novagen brands with
information about the Company and its products and catalogs. The Company
believes that the Internet may become an increasingly important channel of
customer communication and intends to further develop its Internet presence to
keep pace with changes in technology and the market for its products.

CUSTOMERS

  During 1997, the Company sold products to over 8,700 accounts including
individual research scientists, institutions, companies and distributors
worldwide. No single account exceeded 10% of the Company's total sales for the
year ended December 31, 1997. The Company maintains extensive local databases
of current and potential customers which are utilized for targeted mailings of
catalogs and other publications.  Selected customers of the Company include
research scientists at:

<TABLE>
<CAPTION>
                                                                                     GOVERNMENT AND OTHER
      PHARMACEUTICAL            BIOTECHNOLOGY              ACADEMIC                 RESEARCH INSTITUTIONS  
 -------------------       ------------------        ---------------------        -------------------------
 <S>                       <C>                       <C>                          <C>
 Abbott Laboratories       Amgen                     Columbia University          Dana Farber Cancer Institute
 Eli Lilly and Company     Biogen Incorporated       Harvard University           Food and Drug Administration
 GlaxoWellcome             Chiron Corporation        Johns Hopkins University     Massachusetts General Hospital
 Merck & Company           Genentech Incorporated    University of California     Mayo Clinic
 Pfizer, Inc.              Genetics Institute        University of Michigan       National Institutes of Health
 SmithKline Beecham        Genzyme                   University of Pennsylvania   The Scripps Research Institute
</TABLE>

  Details regarding the Company's operations by geographic area are included in
Note 9 of Notes to Consolidated Financial Statements.

COLLABORATIONS

  An important part of the Company's business is its many collaborations with
institutions and life sciences researchers. These collaborations range from
licensing and producing products discovered by a single research scientist to
joint marketing and distribution arrangements.





                                       13
<PAGE>   14
  The Scripps Research Institute. In September 1995, the Company entered into a
sublicense agreement with The Scripps Research Institute which will allow it to
produce various enzymes, substrates and other products of interest to research
scientists working in the field of glycobiology, through the use of recombinant
technology. The availability of such products, which will be manufactured and
distributed by the Company on an exclusive basis in the research products
market, will be combined with additional products to provide research
scientists with cost-effective tools needed to study complex carbohydrates.
Recent publications have focused on the potential of glycobiology in the area
of pharmaceutical drug discovery research. The Company believes that its
offering of these important products through its general and a new specialty
catalog may establish the Company as a leader in the growing niche research
market of glycobiology.

  Other. In addition to featuring products developed internally by the
Company's research and development staff, the Company offers products developed
through a wide range of sources. Accordingly, the identification of new and
useful products developed by others is an important part of its business.
Drawing on its connections in the industry and its multi-disciplined expertise,
the Company is constantly evaluating and searching out these products. Once
these products are identified, the Company will either license the technology
and distribution rights and produce the products in its own manufacturing
facilities or purchase manufactured products wholesale and distribute such
products to the Company's customers. In either case, the end products will
ultimately be sold under one of the Company's brand names. Providers of these
products generally will be individual research scientists or specialty
companies which lack adequate manufacturing and distribution facilities.
Through a collaboration with the Company, these individuals and smaller
companies achieve wider distribution of their products while continuing to
focus on developing innovative products.

TECHNOLOGY COUNCIL AND CONSULTING ARRANGEMENT

  The Company has a Technology Council composed of a number of leading research
scientists in the areas of molecular biology, immunology, cell biology and
biochemistry. The primary purpose of the Technology Council is to provide
independent, external, scientific guidance to the Company, and assist in the
decision making process related to niche research market definition, areas of
product focus and development, and general trends in many areas of scientific
research. The Company's scientific and management staff consult with members of
the Technology Council frequently on an informal basis in the normal course of
operations to address current market trends, current trends in science, broad
strategic areas of Company, including its product offerings, and industry focus
and to review the Company's current view of the life sciences research market.
Each member of the Technology Council receives $500 for each formal Technology
Council meeting attended.

   The members of the Company's Technology Council are:

  William H. Beers, Ph.D., the Chairman of the Company's Technology Council,
has served as Senior Vice President and Chief Operating Officer of The Scripps
Research Institute since 1991. Prior to joining The Scripps Research Institute
in 1987 as a Member of the Departments of Cell Biology and Molecular Biology,
Dr. Beers was a Professor of Biology and Cell Biology at the New York
University Medical School for nine years.  Dr. Beers also presently serves as
Director of the Foundation for Medical Research, Washington, D.C., Treasurer
and Member of the Board of Trustees for the Skaggs Institute for Research,
member of the Board of Scientific Advisors of Allegheny-Singer Research
Institute, Pittsburgh, trustee of National University, San Diego and Chairman
of the Torrey Pines Institute for Molecular Studies. Dr. Beers earned his Ph.D.
in Biochemistry and Pharmacology from Rockefeller University and obtained an
A.B. in Biochemical Sciences from Harvard University.

  Dennis R. Burton, Ph.D., has served as a Member of the Departments of
Immunology and Molecular Biology at The Scripps Research Institute since 1991
and was a lecturer at Oxford University and the University of Sheffield for ten
years before joining The Scripps Research Institute.  Dr. Burton earned his
Ph.D. in Physical Chemistry from University of Lund (Lund, Sweden) and obtained
a B.S. in Chemistry from Oxford University. Dr. Burton is the author of 140
published scientific papers.





                                       14
<PAGE>   15
  Norton B. Gilula, Ph.D., has served as the Dean of Graduate Studies and the
Chairman of the Department of Cell Biology at The Scripps Research Institute
since 1991. Prior to joining The Scripps Research Institute as a Member of the
Department of Molecular Biology, Dr. Gilula was a Professor of Cell Biology at
Baylor College of Medicine for six years. Dr. Gilula presently is the
Editor-in-Chief of the Journal of Cell Biology, an editor of Current Opinion in
Cell Biology and is on the Scientific Advisory Board of the Wills Foundation.
Dr. Gilula earned his Ph.D. in Physiology from the University of California,
Berkeley and earned a B.A. and M.A. in Physiology and Chemistry from Southern
Illinois University. Dr. Gilula is the author of over 100 published scientific
papers.

  Chi-Huey Wong, Ph.D., has served as Chairman of the Department of Chemistry
at The Scripps Research Institute since 1989. Before joining The Scripps
Research Institute as a Member of the Department of Chemistry in 1989, Dr. Wong
served as an Assistant, Associate and then full Professor of Chemistry at Texas
A&M University for seven years. Dr. Wong presently is the Editor-in-Chief of
the Journal of Bioorganic and Medicinal Chemistry and is a founding scientist
of Combichem, a provider of combinatorial chemistry products. Dr. Wong earned
his Ph.D. in Organic Chemistry from the Massachusetts Institute of Technology
("MIT") and obtained his B.A. in Chemistry and Biochemical Science and M.S. in
Biochemical Science at the National Taiwan University. Dr. Wong is the author
of 247 published scientific papers and one book and holds 34 patents.

  When the Technology Council was formed in October 1993, each member of the
Technology Council, other than the Chairman, received options to purchase
11,829 shares of Common Stock at an exercise price of $.42 per share. At such
time, the Chairman of the Technology Council, Dr. Beers, received options to
purchase 23,659 shares at an exercise price of $.42 per share.

  In addition to formal and informal consultations with the members of the
Technology Council, the Company has extensive contacts throughout the life
sciences research industry who also provide guidance and feedback regarding
many aspects of the Company's business. These contacts include senior
researchers at a number of institutions including Cold Spring Harbor
Laboratories, Dana Farber Cancer Institute, Harvard University, MIT, University
of California and the Salk Institute. The Company also utilizes consultants
with specific scientific expertise, particularly in the area of new product
development and trends in specific areas of scientific research.

MANUFACTURING AND QUALITY ASSURANCE

  The Company has manufacturing facilities in San Diego, California, Cambridge,
Massachusetts, Madison, Wisconsin and Laufelfingen, Switzerland. All products
are distributed from either the Company's North American distribution center in
San Diego or the Company's European distribution center in Nottingham, U.K. For
the twelve-month period ended December 31, 1997, the Company's level of total
outstanding product backorders averaged approximately $386,000, calculated by
averaging backorder amounts at each month end during the period. The Company
ships products in accordance with customer requests, generally next-day or
second-day delivery, using principally United Parcel Service and Federal
Express.  Based on the Company's monthly shipping statistics, over 99% of
customer orders are accurately fulfilled.

  The Company produces products through its internal manufacturing process and
selective sourcing of additional products that can be more cost effectively
included in the product offering by purchasing from outside suppliers. Initial
batches of externally sourced products may be subject to inspection by the
Company's quality control personnel, and subsequent purchases are monitored to
ensure consistent quality of supply. In substantially all cases, members of the
Company's scientific staff have physically visited the manufacturing facility
of suppliers from whom the Company purchases sourced product. In addition,
periodic inspections of supplier facilities may be performed in connection with
the Company's supplier management process. Based upon 1997 sales data,
approximately 57% of the Company's sales were derived from internally
manufactured products. The level of manufacturing content in individual
products produced internally varies depending upon the state of raw materials
purchased. In some cases, such as the production of peptides, internally
synthesized biochemicals and antibodies, assays and kits produced at the
Company's Cambridge, Massachusetts facility, the entire manufacturing process
is controlled by the





                                       15
<PAGE>   16

Company. In other cases, it is more cost effective for the Company to purchase
materials in various states of completion and provide "value- added"
manufacturing processes such as purification, lyophilization and
subdivision/packaging prior to delivery to customers.

  The Company's manufacturing activities consist primarily of antibody
production, synthesis of chemical compounds, synthesis of peptides and amino
acids and assembly of assays and kits. In the case of certain products provided
primarily to pharmaceutical and diagnostic customers from the Company's Swiss
manufacturing facility, appropriate GMP manufacturing guidelines are adhered
to. In addition, the Swiss facility has received ISO 9001 certification of
policies and procedures utilized in the procurement, manufacturing and
distribution of products. The Company also maintains a central quality
assurance department in its San Diego headquarters, with the principal focus of
ensuring that quality processes are maintained worldwide which ensure
consistent, high quality product is delivered in connection with all product
offerings.

FULFILLMENT AND INTEGRATED INFORMATION SYSTEMS

  The Company has a highly automated order fulfillment system capable of
delivering substantially all customer orders worldwide on a next-day basis. The
Company believes that this system enables the Company to compete with its
larger competitors and gives it a competitive advantage over its smaller
competitors, while at the same time making the Company an attractive
distribution outlet for these smaller companies.

  The Company utilizes an Oracle-based relational database system to manage
substantially all operations of the Company's U.S. and international locations.
The Company's U.S., U.K., German and Swiss operations are part of a network
that is linked together through the use of leased phone lines with back-up
capabilities. The Company's information systems provide integrated on-line
automation of major business operations including purchasing, receiving,
production planning, inventory management, manufacturing, quality control,
order entry, shipping, sales analysis and all financial systems. This system
allows the Company to enter orders for any product brand from any of its
networked locations, and provides for invoicing of customers in any of the
currencies quoted in the various product catalogs. In addition, the Company has
an integrated software interface between the primary information system and the
computer software which organizes products to be picked from the automated
fulfillment system maintained at the Company's North American distribution
center in San Diego, California as well as the Company's European distribution
center in Nottingham, UK.

COMPETITION

  The market for the Company's products is highly competitive, and the Company
expects competition to increase. Furthermore, although the life sciences
research products market continues to grow, its rate of growth in recent years
has been declining and may continue to decline. The Company competes with many
other life sciences research products suppliers, both larger and smaller than
the Company. Some of the Company's competitors, including two of its largest
competitors, Sigma-Aldrich Corporation ("Sigma-Aldrich") and Boehringer
Mannheim GmbH ("Boehringer") (which entered into an agreement to be acquired by
F. Hoffman-La Roche AG in May 1997), offer a broad range of equipment,
laboratory supplies and products, including many of the research products
offered by the Company. To the extent that researchers exhibit loyalty to the
supplier that first supplies them with a particular research product, the
Company's competitors may have an advantage over the Company with respect to
products first developed by such competitors. In addition, many of the
Company's competitors have significantly greater research and development,
marketing, financial and other resources than the Company, and therefore
represent and will continue to represent significant competition in the
Company's existing and future markets. Because of their size and the breadth of
their product offerings, certain of these companies have been able to establish
managed accounts by which, through a combination of direct computer links and
volume discounts, they seek to gain a disproportionate share of orders for
research products from a particular academic institution or pharmaceutical or
biotechnology company. Such managed accounts raise significant competitive
barriers for the Company. The Company currently benefits from its participation
in emerging niche research markets which, as they expand, may attract the
attention of the Company's competitors.





                                       16
<PAGE>   17
GOVERNMENT REGULATION

  The Company is subject to governmental regulation under the Occupational
Safety and Health Act, the Environmental Protection Act, the Toxic Substances
Control Act, and other similar laws of general application, as to all of which
the Company believes itself to be in material compliance. The Company has in
the past been notified of minor violations of government and environmental
regulations. The Company has promptly corrected such violations, without any
material impact on the Company's operations. Any future violation of, and the
cost of compliance with, these laws and regulations could have a material
adverse effect on the Company's business, financial condition and results of
operations.

  Because of the nature of its operations and the use of hazardous substances
in its ongoing manufacturing and research and development activities, the
Company is subject to stringent federal, state and local laws, rules,
regulations and policies governing the use, generation, manufacturing, storage,
air emission, effluent discharge, handling and disposal of certain materials
and wastes. Prior to the Company's inception, its U.S. subsidiary, at the time
it was owned by its former owners, was involved in two separate incidents
related to the release of hazardous materials into the environment at a leased
facility which is no longer occupied by the Company. The Company believes from
a review of correspondence from various regulatory agencies that these
incidents were investigated and remediated by the U.S. subsidiary's former
owners.  Although the Company believes it is in material compliance with all
applicable government and environmental laws, rules, regulations and policies,
there can be no assurance that the Company's business, financial condition and
results of operations will not be materially adversely affected by current or
future environmental laws, rules, regulations and policies or by liability
arising out of any past or future releases or discharges of materials that
could be hazardous.

  The Company's products are generally sold for non-human research purposes and
do not subject the Company to the regulatory requirements of the U.S. Food and
Drug Administration (the "FDA"). In certain limited situations, the Company's
Clinalfa products are sold to U.S. customers involved in limited human clinical
research which requires that the Company's customer obtain FDA approval of an
Investigational New Drug application (IND). Products sold to such customers are
produced by the Company at its Swiss manufacturing facilities in material
compliance with appropriate Good Manufacturing Practices ("GMPs"). Clinalfa
products supplied to non-U.S. customers for similar human clinical research are
also subject to applicable regulatory requirements and production is also done
in material compliance with appropriate GMPs.

  In the fall of 1996, the Company became aware of regulations requiring the
issuance of export licenses for the exportation of certain neurotoxins in its
product line. The products involved represented 30 of the approximately 7,000
products offered by the Company at that time and accounted in each of the three
years ended December 31, 1996 for approximately $150,000 in sales. Upon
becoming aware of these regulations, the Company immediately ceased the
exportation of these toxins, began the process of applying for the appropriate
export licenses and made a voluntary self disclosure to the U.S. Department of
Commerce ("DOC") regarding its prior exports of these products. The Company has
cooperated fully in the investigation regarding these exports and understands
that the DOC is now in the process of considering what action should be taken
with respect to the results of this investigation.  The Company may be subject
to the payment of penalties for its failure to have obtained such licenses in
the past, but, based upon discussions with the DOC and published reports
regarding similar violations by other companies, the Company does not believe
that such penalties, if levied, will have a material adverse effect on the
Company.

INTELLECTUAL PROPERTY

  Although the Company owns certain patents and licenses patents from others,
none of these patents individually, nor in the aggregate, are material to the
Company's operations. Due to the rapid pace of technological change in the
field of biotechnology, the degree of protection that a patent provides is
uncertain, and requires the Company to continually develop and seek out new
technologies. The Company has obtained the rights to products and technologies
under a number of license agreements with academic





                                       17
<PAGE>   18

institutions, private and public foundations, biotechnology companies and
others. The Company intends to continue its current practice of licensing
technologies and products as a supplement to its own internally developed
innovations.

  A number of the Company's products, including Oncogene Research Products
antibodies, are manufactured under license agreements which provide for payment
of royalties based upon the product's sales. As of December 31, 1997, the
Company had in excess of 700 license agreements which provided for royalty
payments generally ranging from 5% to 7% of net sales of such products. During
the years ended December 31, 1995, 1996 and 1997, the Company expensed an 
aggregate of $112,000, $323,000 and $384,000, respectively, in connection with
royalties owed pursuant to license agreements.

  Because of the breadth of the Company's product offerings and ambiguities in
intellectual property law, the Company periodically receives in the ordinary
course of business notices of potential infringement of patents held by others.
Although the Company historically has been able to satisfactorily resolve such
claims and believes that any outstanding claims will be satisfactorily
resolved, there can be no assurance that the Company may not be forced to
discontinue the sale of one or more of its products, some or all of which could
be material. As the Company develops product offerings focused on certain niche
research markets, intellectual property rights of the Company or others related
to such markets may become increasingly important, and the Company's failure to
obtain and retain such rights may have a material adverse effect on the
Company's business, financial condition and results of operations.

  The Company's significant registered trademarks are its Calbiochem,
Novabiochem, Clinalfa and Novagen brand names. In connection with the Oncogene
Research Products acquisition, OSI granted the Company the right to use the
phrase "Oncogene Research Products" for a three-year period expiring in August
1998. In January 1997, this period was extended until August 2010. All new
Oncogene Research Products promotional materials, including the Apoptosis
specialty catalog, and all packaged products now identify Oncogene Research
Products as a brand of CN Biosciences.

HUMAN RESOURCES

  As of December 31, 1997, the Company employed 264 persons on a full-time and
part-time basis, including 48 employees who hold Ph.D.s. None of the Company's
employees are covered by a collective bargaining agreement, and the Company
considers relations with its employees to be good.

RISK FACTORS

Dependence on Research and Development Budgets and Government Research Funding.
The Company's customers include research scientists at pharmaceutical and
biotechnology companies, academic institutions and government and private
research laboratories. Fluctuations in the research and development budgets of
these companies and institutions can have a significant effect on the demand
for the Company's products.  Such budgets are based on a wide variety of
factors including the resources available to make such expenditures, the
spending priorities among various types of research and the policies regarding
such expenditures during recessionary periods. Any decrease in life sciences
research and development expenditures by such companies and institutions could
have a material adverse effect on the Company's business, financial condition
and results of operations.

A significant portion of the Company's sales have been to research scientists,
universities, government research laboratories, private foundations and other
institutions whose funding is dependent on grants from government agencies such
as the U.S. National Institutes of Health ("NIH") and similar domestic and
international agencies. The funding associated with approved NIH grants
generally becomes available at particular times of the year, as determined by
the federal government, and may result in fluctuations in the Company's
operating results.  Although research funding has increased during the past
several years, grants have, in the past, been frozen for extended periods or
have otherwise become unavailable to various institutions, sometimes without
advance notice. Furthermore, government proposals aiming to reduce or eliminate
budgetary deficits have in the past included reduced allocations to the NIH and
the other government agencies that fund research and development activities. If
government funding, especially NIH





                                       18
<PAGE>   19

grants, were to become unavailable to researchers for any extended period of
time or if overall research funding were to decrease, there could be a material
adverse effect on the Company's business, financial condition and results of
operations.

Risks Inherent in Growth, Expansion and Acquisition Strategy. The Company has
sought and will continue to seek growth in sales and profitability primarily
through the internal development and acquisition of new product lines,
additional customers and new businesses. A significant portion of the Company's
historical revenue growth is attributable to internal product development,
sourcing of third-party products and from its acquisition of the Oncogene
Research Products business from OSI Pharmaceuticals, Inc., (formerly Oncogene
Science, Inc.) a biopharmaceutical company. The ability of the Company to
achieve its expansion objectives and to manage its growth effectively depends
upon a variety of factors, including (i) the ability to internally develop
products, (ii) the ability to identify and license products sourced from third
parties, (iii) the ability to successfully position and market its products,
(iv) the ability to identify and consummate attractive acquisitions and (v) the
ability to integrate new businesses, facilities and personnel into existing
operations. If the Company is unable to manage growth effectively, there could
be a material adverse effect on the Company's business, financial condition and
results of operations.

The Company competes for acquisition and expansion opportunities with other
companies that have significantly greater financial and other resources than
those of the Company. There can be no assurance that suitable acquisition or
investment opportunities will be identified, consummated, or, if consummated,
integrated successfully and profitably into the Company's operations. Moreover,
there can be no assurance that the Company's historic rate of growth or
expansion will continue, or that further growth or expansion will result in
continued profitability. The Company successfully completed the purchase of
Novagen, Inc. in December 1997. Although management expects to be able to
integrate the business activities of Novagen into its existing marketing and
distribution facilities and to gain synergies and growth, there can be no
assurance that such integration will be successful or that sales and profits
will increase. If the Company is unable to integrate Novagen, there could be a
material adverse effect on the Company's business financial condition and
results of operations.

Reliance on Niche Research Market Strategy. Key elements of the Company's
strategy include the targeting and penetration of emerging life sciences niche
research markets and the continued development of the niche research markets
currently served by the Company. If the Company is unable to successfully
target and penetrate these niche research markets or is unable to continue
developing the niche research markets currently served or if the Company's new
products are not accepted by research scientists, there could be a material
adverse effect on the Company's business, financial condition and results of
operations. In addition, the Company currently benefits from its participation
in emerging niche research markets which, as they expand, may attract the
attention of the Company's competitors. Further, as these niche research
markets mature, products that were once innovative, thus commanding higher
margins, may become commodities.

Dependence on New Products; Rapid Technological Change. The life sciences
research products market is characterized by rapid technological change and
frequent product introductions. The Company's future success will depend, in
part, on its ability to develop and introduce, on a timely basis, products that
address the evolving needs of its customers. There can be no assurance that the
Company will not experience difficulties that could delay or prevent the
successful development, introduction and marketing of products. The Company has
experienced, and may in the future experience, delays in the development and
introduction of products, and there can be no assurance that the Company will
keep pace with the rapid rate of change in life sciences research, and will not
experience additional delays in the future. In addition, there can be no
assurance that new products will adequately meet the requirements of the
marketplace or achieve market acceptance. Factors affecting whether such
products will be accepted by the market include use of the product by research
scientists, citation of the product in published research, the timing of market
entry of the product relative to competitive products and general trends in
life sciences research. If the Company is unable, for technological or other
reasons, to develop and introduce products in a timely manner in response to
changing market environments or customer requirements, there could be a
material adverse effect on the Company's business, financial condition and
results of operations.





                                       19
<PAGE>   20
Dependence on Licensing as a Source of Products. Many of the Company's products
are manufactured or sold pursuant to license agreements under which the Company
pays royalties to the patent holder based upon a percentage of the product's
sales. There can be no assurance that the Company will be able to continue to
successfully identify new products developed by others, and if identified, to
negotiate license agreements on favorable terms. Additionally, there can be no
assurance that the Company will be able to renew any existing license
agreements upon their expiration.

Highly Competitive Market. The market for the Company's products is highly
competitive, and the Company expects competition to increase.  Furthermore,
although the life sciences research products market continues to grow, its rate
of growth in recent years has been declining and may continue to decline. The
Company competes with many other life sciences research products suppliers,
both larger and smaller than the Company. Some of the Company's competitors,
including two of its largest competitors, Sigma-Aldrich Corporation and
Boehringer Mannheim GmbH (which entered into an agreement to be acquired by F.
Hoffman-La Roche AG in May 1997), offer a broad range of equipment, laboratory
supplies and other products, including many of the research products offered by
the Company. To the extent that researchers exhibit loyalty to the supplier
that first supplies them with a particular research product, the Company's
competitors may have an advantage over the Company with respect to products
first developed by such competitors. In addition, many of the Company's
competitors have significantly greater research and development, marketing,
financial and other resources than the Company, and therefore represent and
will continue to represent significant competition in the Company's existing
and future markets. Because of their size and the breadth of their product
offerings, certain of these companies have been able to establish managed
accounts by which, through a combination of direct computer links and volume
discounts, they seek to gain a disproportionate share of orders for research
products from particular academic institutions or pharmaceutical or
biotechnology companies. Such managed accounts raise significant competitive
barriers for the Company. The Company currently benefits from its participation
in emerging niche research markets which, as they expand, may attract the
attention of the Company's competitors.

Reliance on Catalogs, Distributors and Direct Marketing Efforts; Limited Sales
Force. The Company sells its products principally through catalogs distributed
to research scientists and laboratories, and uses only a very limited number of
salespeople in certain of its markets.  There can be no assurance that the
Company would be able to successfully establish other methods of marketing and
sales of its products should it become necessary or desirable in the future.
Additionally, the Company's catalogs are generally reissued every 12 to 24
months and price adjustments between catalog publication dates have
historically been infrequent. A significant portion of the Company's
international sales are made through independent distributors over which the
Company has no control and who also represent products of other companies. The
loss of any of these distribution methods could have a material adverse effect
on the Company's business, financial condition and results of operations.

Volatility of Bulk Sales Business. In addition to sales of its core products in
standard laboratory quantity sizes (generally ranging from 100 nanograms to 100
grams), the Company offers certain products in bulk quantities (generally up to
ten kilograms) at discounts from catalog prices. Bulk sales, which represented
17.5% of net sales during the year ended December 31, 1997, are generally
characterized as relatively high dollar sales made to a limited number of
customers. Thus, the absence or presence of a bulk sale could have a material
impact on quarterly results. Furthermore, the Company's bulk sales business
fluctuates more and is less predictable than its core business, and the
uncertain timing and volatility of bulk sales has in the past and may continue
in the future to materially affect the Company's business, financial condition
and results of operations.

Significant Fluctuations in Quarterly Earnings. The Company's quarterly
operating results may vary significantly from quarter to quarter as a result of
a number of factors including new editions of existing catalogs, introduction
of additional specialty catalogs and bulk sales of the Company's products.
Other factors which may affect quarterly operating results include the timing
of the U.S. Government approval of the NIH budget, lower European and academic
sales during the summer months and various holiday breaks and fluctuations in
weather. The Company's current and planned expense levels are based in part
upon its expectations as to future revenues. Consequently, if revenues in a
particular quarter do not meet expectations, the Company may not be able to
adequately adjust operating expenses to compensate for the





                                       20
<PAGE>   21
shortfall. Operating results may therefore vary significantly from quarter to
quarter and will not necessarily be indicative of results in subsequent
periods.

Uncertainty of Future Operating Results. Although the Company had net income
for 1995 and 1996, the Company incurred a net loss for the year ended December
31, 1997.  Future operating results will depend on many factors, including
demand for the Company's products, the levels and timing of government and
private sector funding of life sciences research and development activities,
the timing of the introduction of products and catalogs by the Company or its
competitors, and the Company's ability to control costs. Furthermore, the
Company's gross margins can be significantly affected by the presence or
absence of bulk sales during any particular period and quarterly fluctuations
in sales relative to operating expenses. There can be no assurance that the
Company will be able to grow in future periods or remain profitable.

Risks Relating to International Sales and Operations. Historically, product
sales to customers outside the United States have accounted for approximately
50% of the Company's net sales, and the Company expects that international
sales will continue to account for a significant percentage of revenues in the
future. International sales and operations may be materially adversely affected
by trade restrictions, changes in tariffs and taxes, export license
requirements, difficulties in staffing and managing international operations,
problems in establishing or managing distributor relationships and general
economic conditions.

A majority of the Company's sales are denominated in U.S. dollars, with the
balance denominated in foreign currencies. Additionally, the Company publishes
a number of its catalogs priced in foreign currencies and price adjustments
between catalog publication dates to reflect fluctuations in the value of
foreign currencies relative to the U.S. dollar have historically been
infrequent. Consequently, fluctuations in the value of foreign currencies
relative to the U.S. dollar could have a material adverse effect on the
Company's business, financial condition and results of operations.

Risk of Patent Infringement. Because of the breadth of the Company's product
offerings and ambiguities in intellectual property law, the Company
periodically receives in the ordinary course of business notices of potential
infringement of patents held by others. Although the Company historically has
been able to satisfactorily resolve such claims and believes that any
outstanding claims will be satisfactorily resolved, there can be no assurance
that the Company may not be forced to discontinue the sale of one or more of
its products, some or all of which could be material.  Additionally, the
Company believes that the molecular biology area, in which Novagen, its newly
acquired brand, competes, has a higher incidence of involvement in patent
disputes.  As the Company develops product offerings focused on certain niche
research markets, intellectual property rights of the Company or others related
to such markets may become increasingly important, and the Company's failure to
obtain and retain such rights may have a material adverse effect on the
Company's business, financial condition and results of operations.

Dependence on Key Personnel. The Company's future success depends in
significant part on the continued service of, and on the Company's continuing
ability to attract and retain, highly qualified technical, managerial and sales
personnel. Competition for such personnel is intense in the Company's industry
and geographic locations, and there can be no assurance that the Company will
be able to retain or attract such employees in the future. The loss of key
personnel or the inability to hire or retain qualified personnel could have a
material adverse effect on the Company's business, financial condition and
results of operations. The Company has entered into employment agreements with
Stelios B.  Papadopoulos, its Chairman, Chief Executive Officer and President,
and Ben Matzilevich, its Vice President, Market Development -- Niche
Applications.

Risk Relating to the Influence of the Internet on Marketing and Catalogs. The
Internet has begun to change marketing patterns in a wide variety of
industries. The high degree of personal computer usage within scientific
research organizations may lead to entirely new methods of marketing and sales
of research products. While the Company has established home pages on the
Internet for the Calbiochem, Novabiochem, Oncogene Research Products and
Novagen brands, the Company may not be able to keep pace with the rate of
change in its markets brought about by the Internet and may invest in catalogs
or Internet-based projects which future changes may render obsolete.





                                       21
<PAGE>   22
Compliance with Government and Environmental Regulations. The Company is
subject to various forms of government regulations, including environmental and
safety laws and regulations and laws governing use and storage of hazardous
materials. The Company has in the past been notified of minor violations of
government and environmental regulations. The Company has promptly corrected
such violations without any material impact on the Company's operations. Any
future violation of, and the cost of compliance with, these laws and
regulations could have a material adverse effect on the Company's business,
financial condition and results of operations.

Because of the nature of its operations and the use of hazardous substances in
its ongoing manufacturing and research and development activities, the Company
is subject to stringent federal, state and local laws, rules, regulations and
policies governing the use, generation, manufacturing, storage, air emission,
effluent discharge, handling and disposal of certain materials and wastes.
Prior to the Company's inception, its U.S. subsidiary, at the time it was owned
by its former owners, was involved in two separate incidents related to the
release of hazardous materials into the environment at a leased facility which
is no longer occupied by the Company. The Company believes from a review of
correspondence from various regulatory agencies that these incidents were
investigated and remediated by the U.S. subsidiary's former owners.  Although
the Company believes it is in material compliance with all applicable
government and environmental laws, rules, regulations, and policies, there can
be no assurance that the Company's business, financial condition and results of
operations will not be materially adversely affected by current or future
environmental laws, rules, regulations and policies or by liability arising out
of any past or future releases or discharges of materials that could be
hazardous.

Product Liability Risk; Limited Insurance Coverage. Although the Company does
not sell products intended for use in humans, or, with the exception of its
Clinalfa products, sell products intended for use in human clinical trials, the
Company's business could expose it to potential liability risks. The Company
currently has only limited product liability insurance, and there can be no
assurance that it will be able to maintain such insurance or obtain additional
insurance on acceptable terms or that insurance will provide adequate coverage
against potential liabilities. A successful product liability claim or a series
of claims brought against the Company in excess of its insurance coverage
limits could have a material adverse effect on the Company's business,
financial condition and results of operations.

Holding Company Structure. The Company is a holding company, the principal
assets of which are certain cash balances and the capital stock of its
subsidiaries, and has no independent means of generating operating revenues. As
a holding company, the Company depends primarily on dividends and other
permitted payments from its subsidiaries, including its international
subsidiaries, to meet its cash needs. The Company maintains cash balances at
its various subsidiaries adequate to support local operations. The amount of
foreign-sourced earnings to be repatriated to the United States is determined
based upon foreign entity capitalization, local cash needs, local and U.S. tax
implications and requirements for cash in the U.S. operations.

Substantial Influence of Principal Stockholder. The Company's principal
stockholder, Warburg, Pincus Investors, L.P. ("Warburg") beneficially owned
approximately 40% of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), as of February 10, 1998.  Because of such ownership, Warburg
has substantial influence over the election of all members of the Board of
Directors and corporate actions requiring stockholder approval.  Additionally,
pursuant to an agreement with the Company, Warburg has certain rights to
nominate directors as long as it continues to own specified percentages of the
outstanding shares of Common Stock.

Anti-Takeover Provisions. Under the Company's Amended and Restated Certificate
of Incorporation (the "Certificate of Incorporation"), the Company's Board of
Directors has the authority to issue up to 5,000,000 shares of Preferred Stock
and to determine the price, rights, preferences and privileges of those shares
without any further vote or action by the stockholders. The rights of the
holders of Common Stock will be subject to, and may be adversely affected by,
the rights of the holders of any Preferred Stock that may be issued in the
future. The issuance of Preferred Stock, while providing desirable flexibility
in connection with possible acquisitions and other corporate purposes, could
have the effect of making it more difficult for a third party to acquire a
majority of the outstanding voting stock of the Company. The Company has





                                       22
<PAGE>   23

no present plans to issue shares of Preferred Stock.  The Company is  also
subject to the provisions of Section 203 of the Delaware General Corporation
Law, an anti-takeover law.  Additionally, the Company has entered into
severance arrangements with each of its executive officers which provide, among
other things, for severance payments if, within 90 days of a "change in
control" of the Company (as defined in the applicable agreements), the
executive's employment is terminated other than for cause or the executive
resigns.  Such arrangements could have an anti-takeover effect.





















                                       23
<PAGE>   24
ITEM 2.  PROPERTIES

  The Company leases approximately 60,000 square feet of space in San Diego,
California, for use as its corporate headquarters, North American distribution
center and technology center (including manufacturing facilities) for the
Calbiochem brand. This lease expires in June 2008 and may be renewed for two
five-year terms at the option of the Company.

  The Company leases approximately 10,000 square feet of space in Cambridge,
Massachusetts for use as a technology center (including manufacturing
facilities) for the Oncogene Research Products brand. Such space is subleased
from OSI pursuant to a sublease agreement expiring in August 1998. The sublease
has been renewed for a one year term through August 1999, and may be further
renewed, at the Company's option, for additional one-year terms through 2003.
In connection with the OSI sublease, the Company entered into a Shared Services
Agreement which provides that OSI will share certain building facilities with
the Company, in exchange for the Company's contributing to the costs of such
shared facilities. The Company also leases approximately 3,000 square feet of
additional laboratory space in Cambridge under a three-year lease which expires
in 1999.  Currently, the Company is negotiating for new space in the
metropolitan Cambridge area, with anticipated occupancy in late 1999.

  The Company leases approximately 18,000 square feet of space in Madison,
Wisconsin for use as a technology center (including manufacturing facilities)
for the Novagen brand.  The lease expires in December 2001 and may be renewed
for one five-year term at the option of the Company.


  The Company leases approximately 7,500 square feet of space in Nottingham,
U.K., for use as its European distribution center and a sales office under a
lease expiring in February 2009. The Company leases approximately 2,400 square
meters of space in Laufelfingen, Switzerland. The Novabiochem brand technology
center (including manufacturing facilities) occupies 1,800 square meters of
this space under a lease expiring in June 2004.  The remaining approximately
600 square meters, of which 200 square meters have been unoccupied since the
restructuring of the Company's Swiss operations in 1993, is under lease until
June 2000.  The Company also rents space for sales offices in Australia, Japan
and Germany on a short-term basis.

  The Company believes that its properties are generally in good condition, are
well maintained, and are suitable and adequate to carry on its business.


ITEM 3.  LEGAL PROCEEDINGS

  The Company is not currently a party to any material legal proceedings.


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

  None.





                                       24
<PAGE>   25
                                    PART II

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

  Information with respect to market information, holders and dividends is
incorporated by reference from the information under the captions "Stock
Listing" and "Price Range of Common Stock" on the inside back cover page of the
Registrant's 1997 Annual Report to Stockholders (the "1997 Annual Report").  As
of February 10, 1998 there were approximately 600 beneficial owners of the
Company's Common Stock.


ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

  Incorporated by reference from page 13 of the 1997 Annual Report.


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

  Incorporated by reference from pages 14 through 20, inclusive, of the 1997
Annual Report.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Not required.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

  The Company's Consolidated Financial Statements and Notes thereto as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997, appearing on pages 20 to 31, inclusive, of the 1997 Annual
Report together with the report thereon of Ernst & Young LLP, dated February
27, 1998, appearing on page 32 thereof are incorporated by reference in this
Annual Report on Form 10-K.

  Selected quarterly financial data is incorporated by reference from the
information under the caption "Quarterly Results" on page 18 of the 1997 Annual
Report.


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

  Not applicable.





                                       25
<PAGE>   26
                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

  Information with respect to the Company's directors and executive officers is
incorporated by reference from the information under the captions "Nominees for
Election as Directors," "Executive Officers" and "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Registrant's Proxy Statement for its
1998 Annual Meeting of Stockholders (the "1998 Proxy Statement").


ITEM 11.  EXECUTIVE COMPENSATION

  Information with respect to Executive Compensation is incorporated by
reference to the information under the caption "Executive Compensation,"
including "Summary Compensation Table," "Aggregated 1997 Option Exercises and
Fiscal Year-End Option Values," "Employment Agreements," "Compensation of
Directors" and "Compensation Committee Interlocks and Insider Participation"
but excluding "Compensation Committee Report on Executive Compensation" and
"Comparative Stock Price Performance Graph" in the 1998 Proxy Statement.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  Information with respect to Security Ownership of Certain Beneficial Owners
and Management is incorporated by reference to the information under the
caption "Security Ownership of Certain Beneficial Owners and Management" in the
1998 Proxy Statement.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  Information with respect to Certain Relationships and Related Transactions is
incorporated by reference to the information under the caption "Certain
Transactions" in the 1998 Proxy Statement.





                                       26
<PAGE>   27
                                    PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)
          1.   Financial Statements:
               Consolidated Balance Sheets as of December 31, 1996 and 1997
               Consolidated Statements of Operations for each of the three
                  years in the period ended December 31, 1997
               Consolidated Statements of Stockholders' Equity (Deficit) for
                  each of the three years in the period ended December 31, 1997
               Consolidated Statements of Cash Flows for each of the three
                  years in the period ended December 31, 1997
               Notes to Consolidated Financial Statements
               Report of Independent Auditors

          2.   Schedules:
               Schedule II - Valuation and Qualifying Accounts
               All other schedules have been omitted because they are not
               required.

          3.   Exhibits:

<TABLE>
<CAPTION>
               EXHIBIT NO.                                                 DESCRIPTION
               -----------                                                 -----------
               <S>              <C>
                2(a)*           Asset Purchase Agreement, dated as of June 26, 1995, by and among Oncogene
                                Science, Inc., Calbiochem-Novabiochem Corporation and Calbiochem-Novabiochem
                                International Inc.
                2(b)++          Stock Purchase Agreement, dated as of November 25, 1997, by and among CN Biosciences, Inc., as
                                Buyer, David W. Dubbell, Dennis Almond, Corrine Fetherston, Lisa Johnson, Robert Mierendorf,
                                Warren Kroeker, Barbara Morris, Robert Novy and Tom Van Oosbree, as Sellers, and Pel-Freez, Inc.
                3(a)**          Amended and Restated Certificate of Incorporation of the Registrant.
                3(b)**          Amended and Restated By-Laws of the Registrant.
                4*              Specimen of Registrant's Common Stock certificate.
               10(a)*           Agreement, dated as of March 1996, by and between Calbiochem-Novabiochem
                                International, Inc. and Amersham International plc.
               10(b)*           Agreement, dated as of August 29, 1996, by and among CN Biosciences, Inc.,
                                Warburg, Pincus Investors, L.P., ABS MB (C-N) Limited Partnership, Stelios B.
                                Papadopoulos, John T. Snow and Ben Matzilevich.
               10(c)(i)*        Commercial Lease, dated as of February 1, 1992, between LMP Properties, Ltd.
                                and Calbiochem Corporation.
               10(c)(ii)*       First Amendment, dated as of April 1, 1992, to Commercial Lease, dated as of
                                February 1, 1992, between LMP Properties, Ltd. and Calbiochem Corporation.
               10(c)(iii)*      Second Amendment, dated as of September 14, 1992, to Commercial Lease, dated as
                                of February 1, 1992, between LMP Properties, Ltd. and Calbiochem Corporation.
               10(c)(iv)*       Third Amendment, dated as of March 30, 1993, to Commercial Lease, dated as of
                                February 1, 1992, between LMP Properties, Ltd. and Calbiochem Corporation.
               10(d)*           Sublease Agreement, dated as of August 2, 1995, by and between Oncogene
                                Science, Inc. and Calbiochem-Novabiochem Corporation.
               10(e)*           Sublease Agreement, dated as of July 1996, by and between
                                Calbiochem-Novabiochem Corporation and DataWorks Corporation.
               10(f)(i)*        Registration Rights Agreement, dated as of March 13, 1992, by and among
                                Calbiochem-Novabiochem International, Inc. and each of the signatories thereto.
               10(f)(ii)*       Amendment Agreement, dated as of January 4, 1993, among Warburg, Pincus
                                Investors, L.P., ABS MB (C-N) Limited Partnership, Richard Slansky, John T.
                                Snow, Georges Chappuis, Calbiochem-Novabiochem International, Inc. and Stelios
                                B. Papadopoulos.
               10(g)(i)*        Shared Services Agreement, dated as of August 2, 1995, by and between Oncogene
                                Science, Inc. and Calbiochem-Novabiochem Corporation.
               10(g)(ii)*       Trademark License Agreement, dated as of August 2, 1995, by and between
                                Oncogene Science, Inc. and Calbiochem-Novabiochem Corporation.
               10(g)(iii)*      Sublicense Agreement, dated as of August 2, 1995, by and between Oncogene
                                Science, Inc. and Calbiochem-Novabiochem Corporation.
               10(g)(iv)*       Shared Intellectual Property License Agreement, dated as of August 2, 1995, by
                                and between Oncogene Science, Inc. and Calbiochem-Novabiochem Corporation.
               10(g)(v)b        Letter Agreement, dated January 21, 1997, by and between Oncogene Science, Inc. and Calbiochem-
                                Novabiochem Corporation.
</TABLE>





                                       27
<PAGE>   28
<TABLE>
               <S>              <C>
               10(h)*           Letter Agreement, dated June 9, 1995, by and between Calbiochem-Novabiochem
                                International, Inc. and Richard B. Slansky.
               10(i)*           Form of Director Indemnification Agreement.
               10(j)*           Form of Officer Indemnification Agreement.
               10(k)b#          CN Biosciences, Inc. Second Amended and Restated 1992 Stock Option Plan, including
                                Form of Incentive Stock Option Agreement and Form of Non-Qualified Stock Option
                                Agreement.
               10(l)(i)*#       Employment Agreement, dated as of January 1, 1996, between
                                Calbiochem-Novabiochem International, Inc. and Stelios B. Papadopoulos.
               10(l)(ii)b#      Amendment to Employment Agreement, dated as of February 27, 1997, by and between CN Biosciences,
                                Inc. and Stelios B. Papadopoulos.
               10(l)(iii)#      Employment Agreement, dated as of January 4, 1998, by and between CN Biosciences, Inc. and Stelios
                                B. Papadopoulos.
               10(m)(i)*#       Employment Agreement, dated as of February 23, 1996, between
                                Calbiochem-Novabiochem International, Inc. and Ben Matzilevich.
               10(m)(ii)*#      Secured Recourse Promissory Note, dated January 31, 1996, issued to Calbiochem-
                                Novabiochem International, Inc. by Ben Matzilevich.
               10(m)(iii)*#     Restricted Stock Purchase Agreement, dated as of January 31, 1996, between
                                Calbiochem-Novabiochem International, Inc. and Ben Matzilevich.
               10(m)(iv)*#      Loan and Pledge Agreement, dated as of January 31, 1996 by and between
                                Calbiochem-Novabiochem International, Inc. and Ben Matzilevich.
               10(m)(v)b#       Severance Agreement, dated as of February 27, 1997, by and between CN Biosciences, Inc. and James
                                G. Stewart.
               10(m)(vi)b#      Severance Agreement, dated as of February 27, 1997, by and between CN Biosciences, Inc. and
                                Douglas J. Greenwold.
               10(m)(vii)b#     Severance Agreement, dated as of Feburary 27, 1997, by and between CN Biosciences, Inc. and John
                                T. Snow.
               10(m)(viii)b#    Amendment to Employment Agreement, dated as of February 27, 1997, by and between CN Biosciences,
                                Inc. and Ben Matzilevich.
               10(m)(ix)#       Employment Agreeement, dated as of March 10, 1998, by and between CN Biosciences, Inc. and Ben
                                Matzilevich.
               10(n)(i)*        Loan and Security Agreement, dated July 28, 1995 (including schedule), by and
                                between Calbiochem-Novabiochem Corporation and Silicon Valley Bank.
               10(n)(ii)*       Pledge Agreement, dated July 28, 1995, by and between Calbiochem-Novabiochem
                                Corporation and Silicon Valley Bank.
               10(n)(iii)*      Collateral Assignment, Patent Mortgage and Security Agreement, dated July 28,
                                1995, by and between Calbiochem-Novabiochem Corporation and Silicon Valley
                                Bank.
               10(n)(iv)*       Security Agreement, dated July 28, 1995, by and between Calbiochem-Novabiochem
                                International, Inc. and Silicon Valley Bank.
               10(n)(v)*        Pledge Agreement, dated July 28, 1995, by and between Calbiochem-Novabiochem
                                International, Inc. and Silicon Valley Bank.
               10(n)(vi)*       Cross-Corporate Continuing Guaranty, dated July 28, 1995, by and between
                                Calbiochem-Novabiochem International, Inc. and Silicon Valley Bank.
               10(n)(vii)*      Pledge Agreement, dated July 27, 1995, by and between Calbiochem-Novabiochem AG
                                and Silicon Valley Bank.
               10(n)(viii)*     Cross-Corporate Continuing Guaranty, dated July 28, 1995, by and between
                                Calbiochem-Novabiochem AG and Silicon Valley Bank.
               10(n)(ix)*       Subordination Agreement, dated July 28, 1995, by and among
                                Calbiochem-Novabiochem Corporation, Calbiochem-Novabiochem International, Inc. and Silicon Valley
                                Bank.
               10(n)(x)*        Antidilution Agreement, dated July 28, 1995, by and between
                                Calbiochem-Novabiochem International, Inc. and Silicon Valley Bank.
               10(n)(xi)*       Warrant to Purchase Stock, dated July 28, 1995, by and between
                                Calbiochem-Novabiochem International, Inc. and Silicon Valley Bank.
               10(n)(xii)*      Amendment to Loan Agreement, dated November 22, 1995, by and between Silicon
                                Valley Bank and Calbiochem-Novabiochem Corporation.
               10(n)(xiii)*     Amendment to Loan Agreement, dated January 24, 1996, by and between Silicon
                                Valley Bank and Calbiochem-Novabiochem Corporation.
               10(n)(xiv)*      Amendment to Loan Agreement, dated June 27, 1996, by and between Silicon Valley
                                Bank and Calbiochem-Novabiochem Corporation.
               10(n)(xv)*       Schedule to Loan and Security Agreement, dated June 27, 1996, by and between
                                Silicon Valley Bank and Calbiochem-Novabiochem Corporation.
               10(n)(xvi)**     Letter Agreement, dated September 30, 1996, by and between
                                Calbiochem-Novabiochem Corporation, CN Biosciences, Inc.,
                                Calbiochem-Novabiochem AG and Silicon Valley Bank.
               10(n)(xvii)**    Amendment to Loan Agreement, dated September 30, 1996, between Calbiochem-
                                Novabiochem Corporation and Silicon Valley Bank.
               10(n)(xviii)**   Amendment to Loan Agreement, dated October 2, 1996, between
                                Calbiochem-Novabiochem Corporation and Silicon Valley Bank.
               10(n)(xix)a      Amendment to Loan Agreement, dated April 4, 1997, by and between Silicon Valley Bank and
                                Calbiochem-Novabiochem Corporation.
               10(n)(xx)aa      Amendment to Loan Agreement, dated June 27, 1997, by and between Silicon Valley Bank and
                                Calbiochem-Novabiochem Corporation.
</TABLE>





                                       28
<PAGE>   29
<TABLE>
               <S>              <C>
               10(n)(xxi)aa     Schedule to Loan and Security Agreement, dated June 27, 1997, by and between Silicon Valley Bank
                                and Calbiochem-Novabiochem Corporation.
               10(n)(xxii)      Amendment to Loan Agreement dated December 22, 1997, by and between Silicon Valley Bank and
                                Calbiochem-Novabiochem Corporation.
               10(o)(i)*        Real Property Leasing Contract, dated February 6, 1984, between LISCA Leasing
                                AG and Calbiochem-Novabiochem AG (formerly Novabiochem AG), as amended on
                                January 25, 1990, November 9, 1993 and July 5, 1994.
               10(o)(ii)*       Lease Contract, dated April 3, 1990, between Balit AG and
                                Calbiochem-Novabiochem AG (formerly Novabiochem AG, as successor by merger to
                                Protogen AG)(together with Addendum No. 1), as amended by Letter Agreement,
                                dated January 10, 1992.
               10(p)*           Lease, dated February 1994, between Wilson Bowden Properties Limited and
                                Calbiochem-Novabiochem (U.K.) Limited.
               10(q)*           Consulting Agreement, dated March 26, 1996, between Calbiochem-Novabiochem
                                Corporation and Robert A. Weinberg, Ph.D.
               10(r)*           Letter Agreement, dated November 11, 1993, between Calbiochem-Novabiochem
                                International, Inc. and Doug Greenwold.
               10(s)*           Letter Agreement, dated July 15, 1994, between Calbiochem-Novabiochem
                                International, Inc. and Dr. John T. Snow.
               10(t)*           Letter Agreement, dated May 26, 1995, between Calbiochem-Novabiochem
                                International, Inc. and James G. Stewart.
               10(u)*           Consulting Arrangement, dated October 3, 1995, between Calbiochem-Novabiochem
                                International, Inc. and Robert E. McGill, III.
               10(v)(i)         Lease agreement dated December 5, 1996 by and between University Science
                                Center Partnership and Novagen, Inc.
               10(v)(ii)        Amendment to Lease dated December 5, 1996 by and between University Science
                                Center Partnership and Novagen, Inc.
               10(v)(iii)       Amendment to Lease dated December 29, 1997 by and between University
                                Research Park Facilities Corp., and Novagen, Inc.
               11               Computation of Earnings per Share.
               13               Portions of 1997 Annual Report to Stockholders
               21               Subsidiaries of the Registrant.
               23               Consent of Ernst & Young LLP.
               27               Financial Data Schedule.
               ----------                                        
</TABLE>

               *     Incorporated by reference from the Registrant's
                     Registration Statement on Form S-1 (Registration No.
                     333-8335).

               **    Incorporated by reference from the Registrant's Form 10-Q
                     for the quarterly period ended September 30, 1996 (File No.
                     000-21281).

               ++    Incorporated by reference to Amendment No. 1 to
                     Registrant's Current Report on Form 8-K/A, filed by the
                     Registrant on February 3, 1998 (File No. 000-21281).

               a     Incorporated by reference from the Registrant's Form 10-Q
                     for the quarterly period ended March 31, 1997 (File No.
                     000-21281).

               aa    Incorporated by reference from the Registrant's Form 10-Q
                     for the quarterly period ended June 30, 1997 (File No.
                     000-21281).

               b     Incorporated by reference to the Registrant's Annual 
                     Report on Form 10-K for the year ended December 31, 1996
                     (File No. 000-21281).

               #     Indicates management contract or compensatory plan or
                     arrangement required to be filed pursuant to item 14(c) of
                     this report.

     (b)  Reports on Form 8-K.

          None.



 

                                       29
<PAGE>   30
                                   SIGNATURES

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

                                         CN BIOSCIENCES, INC.

                                         By:   /s/ JAMES G. STEWART         
                                            -----------------------------------
                                               James G. Stewart
                                               Chief Financial Officer

Date:  March 12, 1998

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

<TABLE>
<CAPTION>
           SIGNATURES                                   TITLE                          DATE
           ----------                                   -----                          ----
 <S>                                        <C>                                    <C>
 /s/ STELIOS B. PAPADOPOULOS                Chairman of the Board of Directors,    March 12, 1998
 ------------------------------------       Chief Executive Officer and
 Stelios B. Papadopoulos                    President (Principal executive
                                            officer)

 /s/ JAMES G. STEWART                       Vice President, Chief Financial        March 12, 1998
 ------------------------------------       Officer and Secretary (Principal
 James G. Stewart                           financial and accounting officer)

 /s/ RICHARD A. LERNER                              Director                       March 12, 1998
 ------------------------------------
 Richard A. Lerner

 /s/ JOSEPH P. LANDY                                Director                       March 12, 1998
 ------------------------------------
 Joseph P. Landy

 /s/ S. JOSHUA LEWIS                                Director                       March 12, 1998
 ------------------------------------
 S. Joshua Lewis

 /s/ ROBERT E. MCGILL, III                          Director                       March 12, 1998
 ------------------------------------
 Robert E. McGill, III
</TABLE>





                                       30
<PAGE>   31
                              CN BIOSCIENCES, INC.
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  FOR THE THREE YEARS ENDED DECEMBER 31, 1997
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                  (A)                              (B)                  (C)                    (D)             (E)
                                                                     ADDITIONS  
                                                            ----------------------------
                                                BALANCE AT   CHARGED TO     CHARGED TO                     BALANCE AT
                                                BEGINNING    COSTS AND        OTHER                         END OF
       DESCRIPTION                              OF PERIOD    EXPENSES       ACCOUNTS(1)     DEDUCTIONS       PERIOD
       -----------                             -----------  -----------     ------------   ------------   ----------
 <S>                                          <C>           <C>            <C>             <C>           <C>
Deducted from receivables:
  Allowance for doubtful accounts
     Year ended December 31, 1995 .........       $  589       $ (129)       $   51          $   39         $  472
     Year ended December 31, 1996 .........          472           10           (41)            100            341
     Year ended December 31, 1997 .........          341          125           (15)             78            373
                                                                                                          
Deducted from inventories:                                                                                
  Reserve for excess and obsolete inventory                                                               
     Year ended December 31, 1995 .........        3,823          317           332             555          3,917
     Year ended December 31, 1996 .........        3,917          330          (195)            352          3,700
     Year ended December 31, 1997 .........        3,700          390          (211)             73          3,806
</TABLE>

____________

(1) Represents amounts charged to foreign currency translation adjustment.
















                                       31
<PAGE>   32
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
               EXHIBIT NO.                                      DESCRIPTION                                     PAGE
               -----------                                      -----------                                     ----
               <S>           <C>                                                                                <C>
                2(a)*        Asset Purchase Agreement, dated as of June 26, 1995, by and among Oncogene
                             Science, Inc., Calbiochem-Novabiochem Corporation and Calbiochem-Novabiochem
                             International Inc.
                2(b)++       Stock Purchase Agreement, dated as of November 25, 1997, by and among CN
                             Biosciences, Inc., as Buyer, David W. Dubbell, Dennis Almond, Corrine
                             Fetherston, Lisa Johnson, Robert Mierendorf, Warren Kroeker, Barbara Morris,
                             Robert Novy and Tom Van Oosbree, as Sellers, and Pel-Freez, Inc.
                3(a)**       Amended and Restated Certificate of Incorporation of the Registrant.
                3(b)**       Amended and Restated By-Laws of the Registrant.
                4*           Specimen of Registrant's Common Stock certificate.
               10(a)*        Agreement, dated as of March 1996, by and between Calbiochem-Novabiochem
                             International, Inc. and Amersham International plc.
               10(b)*        Agreement, dated as of August 29, 1996, by and among CN Biosciences, Inc.,
                             Warburg, Pincus Investors, L.P., ABS MB (C-N) Limited Partnership, Stelios B.
                             Papadopoulos, John T. Snow and Ben Matzilevich.
               10(c)(i)*     Commercial Lease, dated as of February 1, 1992, between LMP Properties, Ltd.
                             and Calbiochem Corporation.
               10(c)(ii)*    First Amendment, dated as of April 1, 1992, to Commercial Lease, dated as of
                             February 1, 1992, between LMP Properties, Ltd. and Calbiochem Corporation.
               10(c)(iii)*   Second Amendment, dated as of September 14, 1992, to Commercial Lease, dated as
                             of February 1, 1992, between LMP Properties, Ltd. and Calbiochem Corporation.
               10(c)(iv)*    Third Amendment, dated as of March 30, 1993, to Commercial Lease, dated as of
                             February 1, 1992, between LMP Properties, Ltd. and Calbiochem Corporation.
               10(d)*        Sublease Agreement, dated as of August 2, 1995, by and between Oncogene
                             Science, Inc. and Calbiochem-Novabiochem Corporation.
               10(e)*        Sublease Agreement, dated as of July 1996, by and between
                             Calbiochem-Novabiochem Corporation and DataWorks Corporation.
               10(f)(i)*     Registration Rights Agreement, dated as of March 13, 1992, by and among
                             Calbiochem-Novabiochem International, Inc. and each of the signatories thereto.
               10(f)(ii)*    Amendment Agreement, dated as of January 4, 1993, among Warburg, Pincus
                             Investors, L.P., ABS MB (C-N) Limited Partnership, Richard Slansky, John T.
                             Snow, Georges Chappuis, Calbiochem-Novabiochem International, Inc. and Stelios
                             B. Papadopoulos.
               10(g)(i)*     Shared Services Agreement, dated as of August 2, 1995, by and between Oncogene
                             Science, Inc. and Calbiochem-Novabiochem Corporation.
               10(g)(ii)*    Trademark License Agreement, dated as of August 2, 1995, by and between
                             Oncogene Science, Inc. and Calbiochem-Novabiochem Corporation.
               10(g)(iii)*   Sublicense Agreement, dated as of August 2, 1995, by and between Oncogene
                             Science, Inc. and Calbiochem-Novabiochem Corporation.
               10(g)(iv)*    Shared Intellectual Property License Agreement, dated as of August 2, 1995, by
                             and between Oncogene Science, Inc. and Calbiochem-Novabiochem Corporation.
               10(g)(v)b     Letter Agreement, dated January 21, 1997, by and between Oncogene Science, Inc.
                             and Calbiochem-Novabiochem Corporation.
               10(h)*        Letter Agreement, dated June 9, 1995, by and between Calbiochem-Novabiochem
                             International, Inc. and Richard B. Slansky.
               10(I)*        Form of Director Indemnification Agreement.
               10(j)*        Form of Officer Indemnification Agreement.
               10(k)b#       CN Biosciences, Inc. Second Amended and Restated 1992 Stock Option Plan,
                             including
                             Form of Incentive Stock Option Agreement and Form of Non-Qualified Stock Option
                             Agreement.
               10(l)(i)*#    Employment Agreement, dated as of January 1, 1996, between
                             Calbiochem-Novabiochem International, Inc. and Stelios B. Papadopoulos.
               10(l)(ii)b#   Amendment to Employment Agreement, dated as of February 27, 1997, by and between
                             CN Biosciences, Inc. and Stelios B. Papadopoulos.
               10(l)(iii)#   Employment Agreement, dated as of January 4, 1998, by and between CN Biosciences,
                             Inc. and Stelios B. Papadopoulos.
               10(m)(i)*#    Employment Agreement, dated as of February 23, 1996, between
                             Calbiochem-Novabiochem International, Inc. and Ben Matzilevich.
               10(m)(ii)*#   Secured Recourse Promissory Note, dated January 31, 1996, issued to Calbiochem-
                             Novabiochem International, Inc. by Ben Matzilevich.
               10(m)(iii)*#  Restricted Stock Purchase Agreement, dated as of January 31, 1996, between
                             Calbiochem-Novabiochem International, Inc. and Ben Matzilevich.
               10(m)(iv)*#   Loan and Pledge Agreement, dated as of January 31, 1996 by and between
                             Calbiochem-Novabiochem International, Inc. and Ben Matzilevich.
               10(m)(v)b#    Severance Agreement, dated as of February 27, 1997, by and between CN
                             Biosciences, Inc. and James G. Stewart.
               10(m)(vi)b#   Severance Agreement, dated as of February 27, 1997, by and between CN
                             Biosciences, Inc. and Douglas J. Greenwold.
               10(m)(vii)b#  Severance Agreement, dated as of Feburary 27, 1997, by and between CN
                             Biosciences, Inc. and John T. Snow.
</TABLE>





                                       32
<PAGE>   33

<TABLE>
                  <S>               <C>
                  10(m)(viii)b#     Amendment to Employment Agreement, dated as ofFebruary 27, 1997, by and between CN
                                    Biosciences, Inc. and Ben Matzilevich.
                  10(m)(ix)#        Employment Agreement dated as of March 10, 1998, by and between CN Biosciences, Inc. and 
                                    Ben Matzilevich
                  10(n)(i)*         Loan and Security Agreement, dated July 28, 1995 (including schedule), by and
                                    between Calbiochem-Novabiochem Corporation and Silicon Valley Bank.
                  10(n)(ii)*        Pledge Agreement, dated July 28, 1995, by and between Calbiochem-Novabiochem
                                    Corporation and Silicon Valley Bank.
                  10(n)(iii)*       Collateral Assignment, Patent Mortgage and Security Agreement, dated July 28,
                                    1995, by and between Calbiochem-Novabiochem Corporation and Silicon Valley
                                    Bank.
                  10(n)(iv)*        Security Agreement, dated July 28, 1995, by and between Calbiochem-Novabiochem
                                    International, Inc. and Silicon Valley Bank.
                  10(n)(v)*         Pledge Agreement, dated July 28, 1995, by and between Calbiochem-Novabiochem
                                    International, Inc. and Silicon Valley Bank.
                  10(n)(vi)*        Cross-Corporate Continuing Guaranty, dated July 28, 1995, by and between
                                    Calbiochem-Novabiochem International, Inc. and Silicon Valley Bank.
                  10(n)(vii)*       Pledge Agreement, dated July 27, 1995, by and between Calbiochem-Novabiochem AG
                                    and Silicon Valley Bank.
                  10(n)(viii)*      Cross-Corporate Continuing Guaranty, dated July 28, 1995, by and between
                                    Calbiochem-Novabiochem AG and Silicon Valley Bank.
                  10(n)(ix)*        Subordination Agreement, dated July 28, 1995, by and among
                                    Calbiochem-Novabiochem Corporation, Calbiochem-Novabiochem International, Inc. and Silicon
                                    Valley Bank.
                  10(n)(x)*         Antidilution Agreement, dated July 28, 1995, by and between
                                    Calbiochem-Novabiochem International, Inc. and Silicon Valley Bank.
                  10(n)(xi)*        Warrant to Purchase Stock, dated July 28, 1995, by and between
                                    Calbiochem-Novabiochem International, Inc. and Silicon Valley Bank.
                  10(n)(xii)*       Amendment to Loan Agreement, dated November 22, 1995, by and between Silicon
                                    Valley Bank and Calbiochem-Novabiochem Corporation.
                  10(n)(xiii)*      Amendment to Loan Agreement, dated January 24, 1996, by and between Silicon
                                    Valley Bank and Calbiochem-Novabiochem Corporation.
                  10(n)(xiv)*       Amendment to Loan Agreement, dated June 27, 1996, by and between Silicon Valley
                                    Bank and Calbiochem-Novabiochem Corporation.
                  10(n)(xv)*        Schedule to Loan and Security Agreement, dated June 27, 1996, by and between
                                    Silicon Valley Bank and Calbiochem-Novabiochem Corporation.
                  10(n)(xvi)**      Letter Agreement, dated September 30, 1996, by and between
                                    Calbiochem-Novabiochem Corporation, CN Biosciences, Inc.,
                                    Calbiochem-Novabiochem AG and Silicon Valley Bank.
                  10(n)(xvii)**     Amendment to Loan Agreement, dated September 30, 1996, between Calbiochem-
                                    Novabiochem Corporation and Silicon Valley Bank.
                  10(n)(xviii)**    Amendment to Loan Agreement, dated October 2, 1996, between
                                    Calbiochem-Novabiochem Corporation and Silicon Valley Bank.
                  10(n)(xix)a       Amendment to Loan Agreement,dated April 4, 1997, by andbetween Silicon Valley Bank and
                                    Calbiochem-Novabiochem
                                    Corporation.
                  10(n)(xx)aa       Amendment to Loan Agreement, datedJune 27, 1997, by andbetween Silicon Valley Bankand
                                    Calbiochem-Novabiochem Corporation.
                  10(n)(xxi)aa      Schedule toLoan and Security Agreement,dated June 27, 1997,by and between Silicon ValleyBank
                                    and Calbiochem-Novabiochem Corporation.
                  10(n)(xxii)       Amendmentto LoanAgreement datedDecember 22, 1997,by and betweenSilicon ValleyBank and
                                    Calbiochem-Novabiochem Corporation.
                  10(o)(i)*         Real Property Leasing Contract, dated February 6, 1984, between LISCA Leasing
                                    AG and Calbiochem-Novabiochem AG (formerly Novabiochem AG), as amended on
                                    January 25, 1990, November 9, 1993 and July 5, 1994.
                  10(o)(ii)*        Lease Contract, dated April 3, 1990, between Balit AG and
                                    Calbiochem-Novabiochem AG (formerly Novabiochem AG, as successor by merger to
                                    Protogen AG)(together with Addendum No. 1), as amended by Letter Agreement,
                                    dated January 10, 1992.
                  10(p)*            Lease, dated February 1994, between Wilson Bowden Properties Limited and
                                    Calbiochem-Novabiochem (U.K.) Limited.
                  10(q)*            Consulting Agreement, dated March 26, 1996, between Calbiochem-Novabiochem
                                    Corporation and Robert A. Weinberg, Ph.D.
                  10(r)*            Letter Agreement, dated November 11, 1993, between Calbiochem-Novabiochem
                                    International, Inc. and Doug Greenwold.
                  10(s)*            Letter Agreement, dated July 15, 1994, between Calbiochem-Novabiochem
                                    International, Inc. and Dr. John T. Snow.
                  10(t)*            Letter Agreement, dated May 26, 1995, between Calbiochem-Novabiochem
                                    International, Inc. and James G. Stewart.
                  10(u)*            Consulting Arrangement, dated October 3, 1995, between Calbiochem-Novabiochem
                                    International, Inc. and Robert E. McGill, III.
                  10(v)(i)          Lease agreement dated December 5, 1996 by and between University Science
                                    Center Partnership and Novagen, Inc.
                  10(v)(ii)         Amendment to Lease dated December 5, 1996 by and between University Science
                                    Center Partnership and Novagen, Inc.
                  10(v)(iii)        Amendment to Lease dated December 29, 1997 by and between University
                                    Research Park Facilities Corp., and Novagen, Inc.
                  11                Computation of Earnings per Share.
                  13                Portions of 1997 Annual Report to Stockholders
                  21                Subsidiaries of the Registrant.
</TABLE>





                                       33
<PAGE>   34
                  23                Consent of Ernst & Young LLP.
                  27                Financial Data Schedule.

                  _________________

                   *   Incorporated by reference from the Registrant's
                       Registration Statement on Form S-1 (Registration No.
                       333-8335).

                   **  Incorporated by reference from the Registrant's Form 10-Q
                       for the quarterly period ended September 30, 1996 (File
                       No. 000-21281).

                   ++  Incorporated by reference to Amendment No. 1 to
                       Registrant's Current Report on Form 8-K/A, filed by the
                       Registrant on February 3, 1998 (File No. 000-21281).

                   a   Incorporated by reference from the Registrant's Form 10-Q
                       for the quarterly period ended March 31, 1997 (File No.
                       000- 21281).

                   aa  Incorporated by reference from the Registrant's Form 10-Q
                       for the quarterly period ended June 30, 1997 (File No.
                       000- 21281).

                   b   Incorporated by reference to the Registrant's Annual 
                       Report on Form 10-K for the year ended December 31, 1996
                       (File No. 000-21281).

                   #   Indicates management contract or compensatory plan or
                       arrangement required to be filed pursuant to item 14(c)
                       of this report.









                                       34