SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549





FORM 10-K



|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------

For the Fiscal Year Ended December 31, 2010



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------

For the transition period from  to

Commission file number: 001-13467





COMMONWEALTH BIOTECHNOLOGIES, INC.

(Name of small business issuer in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Virginia                                                       |  | 54-1641133                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

718 Grove Road

Midlothian, Virginia 23114

(Address of principal executive offices) (Zip Code)

Issuers
telephone number: (804) 464-1601

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



|                                          |  |                                       
|----------------------------------------- |  | --------------------------------------
|(Title of Class)                          |  | (Name of Exchange on which registered)
|Common Stock, without par value per share |  | OTC Markets Group Inc.  OTC Pink     

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





Indicate by
check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes   ̈    No  x

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act of 1934 during the past 12 months (or for such shorter period that the issuer 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 (§229.405 of this chapter) 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.   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                                                                        |  |                             
|----------------------------------------------------------------------- |  | ----------------------------
| ̈  Large accelerated filer                                              |  |  ̈  Accelerated filer        
|                                                                        | 
| ̈  Non-accelerated filer (Do not check if a smaller reporting 
company) |  | x  Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The aggregate market value of the shares of common stock, without par value (Common Stock), of the registrant held by
non-affiliates on December 31, 2010 was approximately $594,000 based on the closing sales price of the shares of $0.06 per share, as reported on the NASDAQ Capital Market on December 31, 2010, multiplied by the number of shares outstanding
on that date (9,906,338).

As of April 14, 2011, there were 12,093,838 shares of Common Stock outstanding.









---

PART I



|Item 1. | Business.
|------- | ---------

Overview

Commonwealth Biotechnologies, Inc. (the Company or CBI) is a specialized life sciences outsourcing business that
offers cutting-edge expertise and a complete array of pptide-based discovery chemistry and biology products and services through Mimotopes Pty Limited (Mimotopes), a wholly-owned subsidiary of CBI. Through November 2, 2009, CBI also
provided services through CBI Services and Fairfax Identity Laboratories (FIL), two divisions that were sold to Bostwick Laboratories, Inc. (Bostwick) effective November 2, 2009.

On January 20, 2011, the Registrant filed a voluntary petition in the United States Bankruptcy Court for the Eastern District of Virginia (the
Bankruptcy Court) seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code. On April 7, 2011, the Bankruptcy Court approved the private sale of Mimotopes for a gross sales price of $875,000. After
expenses, the Company anticipates receiving net proceeds of approximately $825,000. In addition, the Company has a sales agreement for the sale of land, office and laboratory space located at 601 Biotech Drive in Chesterfield County, Virginia. The
sale is subject to acceptance and approval by the Bankruptcy Court. Management believes that this offer will be accepted as the Stalking Horse bid by the Bankruptcy Court. The Company plans to use the net proceeds from these asset sales
to pay off all secured and unsecured creditors and to fund operations. Once the Company is a debt-free public shell, a merger with a private Company seeking access to the public financial markets will be pursued. This process is currently underway.

CBI Services, FIL and Mimotopes are shown in the Consolidated Statement of Operations as discontinued operations.

Going Concern

The accompanying
financial statements have been prepared on a going concern basis which contemplates realization of assets and satisfaction of liabilities in the normal course of business. If the Company is unable to improve operating results and meet its debt
obligations, it may have to cease operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Total losses for the Company were $1,004,270 and $2,360,372 for the years ended December 31, 2010 and 2009, respectively. Recent operating losses may continue into future periods and there can be no
assurance by management that the Companys financial outlook will improve. For the years ended December 31, 2010 and 2009, losses from continuing operations were $644,617 and $2,456,039, respectively. Income (Loss) resulting from the
discontinued operations in 2010 and 2009 were $(359,653) and $95,667, respectively.

The Company generated negative cash flows of $454,748 in
2010, compared to an increase in cash of $473,731 in 2009. Net working capital as of December 31, 2010 and December 31, 2009 was ($1,065,096) and ($841,718), respectively. The negative working capital is primarily due to continuing losses
and debt obligations due within one year.

As of December 31, 2010, the Company had $99,912 in cash and cash equivalents, which was an
82.0% decrease over the cash balance at December 31, 2009. This decrease was primarily due to continued operating losses.



2



---

Cash used by operating activities was $173,807 in 2010 compared to cash provided by operating activities of
$267,944 in 2009. This change was primarily a result of continued losses and reduced accounts receivable resulting from the sale of CBI Services and FIL. In addition, 2009 included debt discount amortization of approximately $249,000. This discount
was fully amortized in 2009.

Cash used by investing activities was $0 in 2010, compared to cash provided by investing activities in 2009 of
$574,165. The primary investing activities in 2009 were proceeds from the sale of CBI Services and FIL and from the sale of investment securities. Substantially all of the Companys investment securities were liquidated in 2009.

Cash used by financing activities for 2010 and 2009 was $280,941 and $365,378, respectively. Restricted cash required to be escrowed for the benefit of
the PIPE Investors in 2009 was distributed in October 2010 and accounted for as a reduction in principal outstanding.

On November 2,
2009, the Company re-negotiated the terms of its outstanding mortgage debt with BB&T which now becomes due in November 2012, including any non compliance with upcoming covenants which could cause the Company to be in default.

On January 20, 2011, the Registrant filed a voluntary petition in the United States Bankruptcy Court for the Eastern District of Virginia (the
Bankruptcy Court) seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code. On April 7, 2011, the Bankruptcy Court approved the private sale of Mimotopes for a gross sales price of $875,000. After
expenses, the Company anticipates receiving net proceeds of approximately $825,000. In addition, the Company has a sales agreement for the sale of land, office and laboratory space located at 601 Biotech Drive in Chesterfield County, Virginia. The
sale is subject to acceptance and approval by the Bankruptcy Court. Management believes that this offer will be accepted as the Stalking Horse bid by the Bankruptcy Court. The Company plans to use the net proceeds from these asset sales
to pay off all secured and unsecured creditors and to fund operations. Once the Company is a debt-free public shell, a merger with a private Company seeking access to the public financial markets will be pursued. This process is currently underway.

A continued lack of adequate cash resulting from the Companys inability to generate cash flow from operations or to raise capital from
external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business.

There can be no assurance that any funds required during the next twelve months or thereafter can be generated from operations. Nor can there be any assurance that funds will be available from external
sources, such as debt or equity financing or other potential sources, if they cannot be generated internally. Lastly, there can be no assurance that the Company will be able to secure a suitable merger partner.

During the last year, the Companys business has undergone substantial changes in relation to size, scale and scope of activities. Once the sale of
Mimotopes is complete, the Company will have no operating units or subsidiaries.

As a result of the foregoing circumstances, there is
substantial doubt about the Companys ability to continue as a going concern. The financial statements included herein do not include any adjustments relating to the recoverability or classification of asset carrying amounts or the amounts and
classification of liabilities that may result should the Company be unable to continue as a going concern.

The Companys independent
auditors have included a paragraph emphasizing going concern in their report on the 2010 financial statements. The financial statements included herein do not include any adjustments relating to the recoverability or classification of
asset carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

Change in Operating Structure

Through November 2, 2009, revenues from all business
units were derived principally from providing macromolecular synthetic and analytical services to researchers in the biotechnology industry or to researchers who are engaged in life sciences research in government or academic labs throughout the
world. This arrangement distinguishes CBI from many other biotechnology companies in that revenues were derived from services rather than



3



---

from the successful commercialization of a new biotechnology product. CBI believes that Mimotopes, CBI
Services and FIL have all developed a strong reputation as leading providers in their respective markets.

At its Richmond, Virginia location,
CBI Services core competencies were in the area of genomics and proteomics, principally serving the early stage research and development needs of its clients. These support true drug discovery at the most fundamental stage but also support
many of the pre-clinical needs of our clients and, most recently, several clinical trials are being supported. Through CBI Services, the Company provided these services under the FDAs Good Laboratory Practices (GLP) Guidelines (21CFR Part 58).
CBI Services was also able to provide clinical trial support under Good Clinical Practices (GCP) Guidelines by virtue of its Clinical Laboratory Improvement Act (CLIA) certification. A unique feature of the Richmond location is its Bio-Safety Level
3 (BSL-3) laboratory and its CDC Registration for Select Agents. The Company had capabilities in the area of bacterial and viral organisms and a very strong program in bio-threat toxin analysis. This capability had been at the core of the
Companys government-based contracts.

Also at the Richmond location was FIL. FIL has been at the forefront of DNA technology of
profiling for identity since it opened its doors in 1990. FILs rigorous standards were designed to provide credible evidence that affects decisions regarding criminal trials, paternity, immigration, estate settlement, adoption, and other
issues of identity. FIL provides Forensics, Paternity and Convicted Offender DNA Index System (CODIS) services to government and private concerns. FIL was accredited by the American Association of Blood Banks, the National Forensic
Science Technology Center, and the Department of Health, State of New York. All testing was done under CLIA guidelines. Its employees have extensive laboratory and courtroom experience.

The sale of assets relating to CBI Services and FIL was approved at the 2009 Annual Meeting of Shareholders. This transaction was completed effective November 2, 2009 resulting in net proceeds to the
Company of $343,780.

Melbourne-based Mimotopes was acquired by CBI in 2007. It provides world class research grade peptide synthesis and
analysis. Mimotopes also has several proprietary technologies for the preparation of peptide and small molecule libraries for drug discovery and for epitope analysis in support of its clients vaccine development programs. Mimotopes also has a
formal peptide alliance with Genzyme Pharmaceuticals, a world class provider of GMP pharmaceutical grade peptides and also enjoys a strong relationship with GL Biochem, a Shanghai-based peptide synthesis and reagent company.

On January 20, 2011, the Registrant filed a voluntary petition in the United States Bankruptcy Court for the Eastern District of Virginia (the
Bankruptcy Court) seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code. On April 7, 2011, the Bankruptcy Court approved the private sale of Mimotopes for a gross sales price of $875,000. After
expenses, the Company anticipates receiving net proceeds of approximately $825,000. Once the sale of Mimotopes is complete, the Company will have no operating units or subsidiaries.

Strategy Going Forward

On January 20, 2011, the Registrant filed a voluntary petition
in the United States Bankruptcy Court for the Eastern District of Virginia (the Bankruptcy Court) seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code. On April 7, 2011, the Bankruptcy Court
approved the private sale of Mimotopes for a gross sales price of $875,000. After expenses, the Company anticipates receiving net proceeds of approximately $825,000. In addition, the Company has a sales agreement for the sale of land, office and
laboratory space located at 601 Biotech Drive in Chesterfield County, Virginia. The sale is subject to acceptance and approval by the Bankruptcy Court. Management believes that this offer will be accepted as the Stalking Horse bid by the
Bankruptcy Court. The Company plans to use the net proceeds from these asset sales to pay off all secured and unsecured creditors and to fund operations. Once the Company is a debt-free public shell, a merger with a private Company seeking access to
the public financial markets will be pursued. This process is currently underway.

Operations

Once the sale of Mimotopes is completed, the Company will have no operating units or subsidiaries.



4



---

Intellectual Property

CBI is primarily focused on fee-for-service offerings; various intellectual properties have developed that have resulted in U.S. and international patents. Most of those were assigned to Bostwick as part
of the asset sale. However, the Company retained one pending patent in the vaccine development area.

CBI takes appropriate steps to protect
its intellectual property rights and those of its customers. The Companys practice is to require its employees and consultants to execute non-disclosure and proprietary rights agreements upon commencement of employment or consulting
arrangements with the Company. These agreements require that all proprietary information disclosed to the individual by CBI or its customers remain confidential.

Employees

Worldwide, CBI employs approximately 32 full-time staff in Richmond and
Melbourne. Once the sale of Mimotopes is completed, staff in Richmond will consist of two full-time employees (CEO and Senior Staff Accountant) and a consultant who serves as Acting Principal Financial Officer.

U.S. Government Regulation

CBI complies
with existing federal, state and local laws and regulations and does not anticipate that continuing compliance will have any material effect upon its capital expenditures, earnings or competitive position.

Investor Relations

The Company is
committed to expanding its investor relations activity through appropriate forums, such as analyst conferences and forums.



|Item 1A. | Risk Factors.
|-------- | -------------

The Company is not
required to provide the information required by this Item because the Company is a smaller reporting company.



|Item 1B. | Unresolved Staff Comments.
|-------- | --------------------------

The
Company is not required to provide the information required by this Item because the Company is a smaller reporting company.



|Item 2. | Properties.
|------- | -----------

Facilities

CBI currently operates in two facilities, located in Richmond (Virginia) and Melbourne (Australia). The corporate headquarters is located
in Richmond. The Company owns property in Richmond, subject to a mortgage held by BB&T with an outstanding balance of $2,456,634 at December 31, 2010. Currently this facility is leased to Bostwick through November 1, 2014. Monthly
lease payments are approximately $48,000. The Company owns its facility in Melbourne but leases the land upon which it sits. The addresses of the properties are set forth below:

Commonwealth Biotechnologies, Inc.

601 Biotech Drive

Richmond, Virginia 23235

Facility approximate monthly payment: $35,000; note matures November 2012

Mimotopes Pty Ltd

11 Duerdin Street

Clayton, Victoria 3168

Australia

Land monthly rent: $7,730; Mimotopes owns the building

The Companys leased facility located in Richmond (Virginia) encompasses 32,000 square feet of state-of-the-art laboratory and administrative space.
The building is designed to facilitate movement of samples throughout each



5



---

laboratory, and where necessary, to maintain and ensure custody of samples. The building houses expansion
space, which was purposefully left undeveloped to accommodate new technologies as they come on board.

The Companys facility located in
Melbourne, Australia has a functional floor area of 24,000 square feet, including 10,000 square feet of state-of-the-art laboratory space. The Company owns all plant and equipment at the site and rents the land from Monash University on a rolling
seven-year lease with renewal options. Once the sale of Mimotopes is completed, the Company will have no operating units or subsidiaries.



|Item 3. | Legal Proceedings.
|------- | ------------------

On
January 20, 2011, the Registrant filed a voluntary petition in the United States Bankruptcy Court for the Eastern District of Virginia (the Bankruptcy Court) seeking relief under the provisions of Chapter 11 of Title 11 of the
United States Code.



|Item 4. | (Removed and Reserved)
|------- | ----------------------



6



---

PART II



|Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|------- | -------------------------------------------------------------------------------------------------------------

Market Information

The information is as
set forth on page 1 of the Companys 2010 Annual Report to Shareholders under the caption Stockholder Matters, filed with the SEC as Exhibit 13.1 hereto.

Recent Sales of Unregistered Securities

All sales of securities of the Company during the
period covered by this report have been previously reported on Form 8-K.

Equity Compensation Plan

The following table provides information about CBIs equity compensation plans as of December 31, 2010:



|                                                           |  |                                                                                              |         |  |                                                                            |   |      |                                                                                                                                            |  |  |           | 
|---------------------------------------------------------- |  | -------------------------------------------------------------------------------------------- | ------- |  | -------------------------------------------------------------------------- | - | ---- | ------------------------------------------------------------------------------------------------------------------------------------------ |  |  | --------- | 
|Plan Category                                              |  | Number of securities 
tobe issued upon exerciseof outstanding options,warrants and rights(a) |         |  | Weighted-averageexercise price
ofoutstandingoptions, warrantsand rights(b) |   |      | Number of securities remainingavailable for future issuanceunder equity
compensationplans (excluding securitiesreflected in column (a))(c) | 
|Equity compensation plans approved by security holders     |  |                                                                                              | 433,012 |  |                                                                            | $ | 4.48 |                                                                                                                                            |  |  | 1,544,596 | 
|Equity compensation plans not approved by security holders |  |                                                                                              | 0       |  |                                                                            |   | 0    |                                                                                                                                            |  |  | 0         | 
|                                                           |  |                                                                                              |         |  |                                                                            |   |      |                                                                                                                                            |  |  |           | 
|Total                                                      |  |                                                                                              | 433,012 |  |                                                                            | $ | 4.48 |                                                                                                                                            |  |  | 1,544,596 | 
|                                                           |  |                                                                                              |         |  |                                                                            |   |      |                                                                                                                                            |  |  |           | 



|Item 6. | Selected Financial Data.
|------- | ------------------------

The
Company is not required to provide the information required by this Item because the Company is a smaller reporting company.



|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

The information is as set forth on pages 3 through 13 of the Companys 2010 Annual Report to Shareholders under the caption Selected Financial
Data and Managements Discussion and Analysis of Financial Condition and Results of Operations respectively, filed with the SEC as Exhibit 13.1 hereto.



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk.
|-------- | -----------------------------------------------------------

The Company is not required to provide the information required by this Item because the Company is a smaller reporting company.



7



---

|Item 8. | Financial Statements and Supplementary Data.
|------- | --------------------------------------------

The Companys financial statements and the related notes thereto, together with the report of Witt Mares, PLC for 2010 and 2009 are set forth on pages 14 through 42 of the Companys 2010 Annual
Report to Shareholders, filed with the SEC as Exhibit 13.1 hereto.



|Item 9A. | Controls and Procedures.
|-------- | ------------------------

Evaluation of Disclosure Controls and Procedures

CBI maintains a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report, as well as to
safeguard assets from unauthorized use or disposition. CBI evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-14(c) and Rule 15a-14(c) under the Securities Exchange Act of 1934) under the supervision and
with the participation of management, including the Companys Principal Executive Officer and Principal Financial Officer, within 90 days prior to the filing date of this report. Based upon that evaluation, the Companys Principal
Executive and Financial Officers concluded that the Companys disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by the Company under the
Exchange Act is accumulated, recorded, processed, summarized and reported to management, including the Companys principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding whether or not
disclosure is required.

Managements Annual Report on Internal Control Over Financial Reporting

CBIs management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Securities and Exchange Act of 1934, as amended. CBIs internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. The Companys internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
CBIs assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with U.S. GAAP, and that CBIs receipts and expenditures are being made only in accordance with the authorization of its management and directors; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of CBIs
assets that could have a material effect on the financial statements.

CBIs management assessed the effectiveness of its internal
control over financial reporting as of December 31, 2010. In making this assessment, management used the framework set forth in the report entitled Internal ControlIntegrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a companys internal control system, including (i) the control environment, (ii) risk assessment, (iii) control
activities, (iv) information and communication, and (v) monitoring. Based on this assessment, CBIs management identified deficiencies in the design or operation of its internal controls that resulted in a material weakness. The
material weakness was due to insufficient resources in the accounting and finance department resulting in ineffective review and preparation of its annual report, including an inability to account properly for complex transactions.

The annual report does not include an attestation report of CBIs registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the SEC that permit CBI to provide only managements report in the annual report.



8



---

|Item 9B. | Other Information.
|-------- | ------------------

The Company
has previously reported all information required to be disclosed during the fourth quarter of 2010 in a report on Form 8-K.



9



---

PART III



|Item 10. | Directors, Executive Officers and Corporate Governance.
|-------- | -------------------------------------------------------

Executive Officers, Directors and Key Employees

The following individuals
constitute our board of directors and executive management:



|                                         |  |      |  |                                      |  |                                  
|---------------------------------------- |  | ---- |  | ------------------------------------ |  | ---------------------------------
|Name                                     |  | Age  |  | Position                             |  | Appointment Year(Separation
Year)
|Richard J. Freer, Ph.D.                  |  | 67   |  | Chief Executive Officer and Director |  | 1992                             
|Robert B. Harris, Ph.D.                  |  | 57   |  | President                            |  | (2009)                           
|Thomas R. Reynolds                       |  | 47   |  | Executive Vice President             |  | (2009)                           
|James H. Brennan                         |  | 57   |  | Vice President, Financial Operations |  | (2009)                           
|James D. Causey                          |  | 57   |  | Director                             |  | 2004                             
|Daniel O. Hayden
Donald A. McAfee, Ph.D. |  | 6167 |  | Director
Director                    |  | (2009)(2009)                     
|Bill Guo                                 |  | 46   |  | Director                             |  | 2008                             
|Paul DSylva, Ph.D.                      |  | 40   |  | Director                             |  | 2007                             
|Samuel P. Sears, Jr.                     |  | 65   |  | Director                             |  | 2001                             
|Eric Tao
Maria Song, M.D., Ph.D.         |  | 4341 |  | Director
Director                    |  | 20092009                         

Bill Guo MSc, MBA.Mr. Guo is the Chairman and founder of VenturePharm Group, a leading full service pharmaceutical company in Asia,
and led its flagship VenturePharm Laboratories (HK.8225) to become the first clinical research organization listed on the Hong Kong Stock Exchange. He has over 10 years global pharmaceutical industry experience from researcher to
senior executive in North America at Johnson & Johnson, Novapharm and VenturePharm Canada. He has over 9 years of experience as an entrepreneur in China. Mr. Guo was a Ph.D. candidate in the Department of Pharmaceutics and was awarded
an MSc degree in industrial pharmacy from the University of Toronto, Toronto, Canada, an MBA program certificate from Herriot Watt University, Toronto, Canada, and an Executive education certificate from Judge Business School, University of
Cambridge, UK. Fortune magazine recognized him as one of the top emerging entrepreneurs in China. He was also recipient of various rewards: 2005 National Hero awarded by the State Council of China; one of the ten best management elites in China in
2004; one of the ten most influential individuals in business in China, 2005; distinguished entrepreneur awarded from overseas by government of China, 2005; sole winner of Youth Chinese Entrepreneur Award organized by Asia Business Week in 2003 and
2005 Entrepreneurs and innovation by BCC (British Chamber of Commerce). Mr. Guos term as a director runs through 2011, or until his successor is appointed. Mr. Guo has been chosen as a director because of his leadership skills and
his experience in the global pharmaceutical industry.

Richard J. Freer, Ph.D. Since co-founding CBI in 1992, Dr. Freer has
served as a director of CBI and, until 2008, as the Chairman of the Board of CBI. He assumed the role of Chief Operating Officer in 2002 and Chief Executive Officer in 2011. From 1975 until 1997, Dr. Freer was employed in the Department of
Pharmacology and Toxicology at Virginia Commonwealth University (VCU), first as an Associate Professor and then a full Professor. In addition, from 1988 through 1995, Dr. Freer was first Director and then Chair of the Biomedical
Engineering Program. From 1996 through 1997, Dr. Freer served as Professor in VCUs Department of Biochemistry and Molecular Biophysics. Dr. Freer received a bachelors degree in Biology from Marist College and a doctorate degree
in Pharmacology from Columbia University. Dr. Freers term as a director runs through 2012, or until his successor is appointed. Dr. Freer has been chosen as a director because he is one of the founders of our company and he has
extensive knowledge of our operations and the industry in which we operate.

Robert B. Harris, Ph.D.Since co-founding CBI in
1992, Dr. Harris has served as the President of CBI. Dr. Harris served as a director of CBI from 1992 through 2008. He also served as the Chief Executive Officer from 2002 to 2007. Until 1997, Dr. Harris was employed in the Department
of Biochemistry and Molecular Biophysics at VCU, first as an Assistant, then Associate and finally a full Professor. Dr. Harris received a joint bachelors degree in Chemistry and Biology from the University of Rochester, and a
masters degree and a doctorate degree in Biochemistry/Biophysical Chemistry from New York University. Dr. Harris resigned his position on November 2,



10



---

2009, coincident with his joining Bostwick Laboratories, Inc. following the asset sale of CBI Services and
FIL to Bostwick.

Thomas R. Reynolds. Mr. Reynolds served as CBIs Executive Vice President for Science and
Technology. He assumed the role of CBIs Secretary in 1998. Since the founding of CBI in 1992, Mr. Reynolds has served as Vice President and Senior Vice President. From 1987 until 1997, Mr. Reynolds served as Manager of the Nucleic
Acids Core Laboratory at the Massey Cancer Center in the Department of Microbiology and Immunology at Virginia Commonwealth University. Mr. Reynolds received a Bachelors degree in Biology from the Pennsylvania State University.
Mr. Reynolds resigned his position on November 2, 2009, coincident with his joining Bostwick Laboratories, Inc. following the asset sale of CBI Services and FIL to Bostwick.

James Brennan. Mr. Brennan became the Companys Vice President, Financial Operations in January 2006. From December 1997 until January 2006, he served as the Companys
Controller. From 1996 to 1997, Mr. Brennan served as the Controller of Star Tobacco, a tobacco product manufacturer. From 1995, Mr. Brennan was the Controller for Herald Pharmacal, a manufacturer of skin care products. Mr. Brennan
received a bachelors degree in Political Science from Mount St. Marys College and a masters degree in Business Administration from Averett College. Mr. Brennan resigned his position on November 6, 2009 to accept a
position at another company.

James D. Causey. Since 2004, Mr. Causey has served as Vice President of Trader Publishing
Company, a nationwide network of classified publications. From 2003 until 2004, Mr. Causey served as a consultant in the publishing industry. From 1999 to 2003, Mr. Causey served as the chief executive officer of Sabot Publishing, a
Richmond, Virginia based publisher of leading special interest publications. Mr. Causey received a masters degree in business from the University of Maryland. Mr. Causeys term as a director runs through 2010, or until his
successor is appointed. Mr. Causey has been chosen as a director because of his leadership skills and his executive officer experience at other companies.

Daniel O. Hayden. Mr. Hayden has been employed by Genzyme Corporation, Cambridge, Massachusetts (Genzyme), since 1999. Since 2003, Mr. Hayden has served as a Senior
Vice President and General Manager of the Pharmaceuticals Business Unit of Genzyme. Prior to 2003, Mr. Hayden served Genzyme in a Vice President capacity. Genzyme is a leading, global biotechnology company, and its Pharmaceuticals Business Unit
is a global specialty pharmaceutical chemicals business focused on the production of active pharmaceutical ingredients and intermediates in the lipid and peptide markets. Mr. Hayden serves as the Chairman of the internal Genzyme, Liestal
Switzerland Board of Directors. Mr. Hayden resigned his directorship on March 30, 2009.

Dr. Donald McAfee.
Dr. McAfee is Chief Science Officer at Cardiome Pharma Corp., a Vancouver based drug development and discovery company. McAfee has over 30 years experience in biomedical research and is the author of more than 100 professional papers. He has
been responsible for moving four novel drug candidates from the bench to clinical trials and has successfully negotiated numerous licensing agreements with multinational strategic partners. McAfee earned the Ph.D. in Physiology at the University of
Oregon Medical School and was formerly on the faculties of Yale University and the University of Miami and is a former Chairman of Neurosciences at the Beckman Research Institute, Duarte, CA. Dr. McAfee resigned his directorship on
January 21, 2009.

Paul D Sylva, Ph.D.Dr. DSylva assumed the position of Chief Executive Officer of CBI
in January 2007 and served in that position until 2009. Dr. DSylva served previously as the co-founder and Managing Director of PharmAust Limited. From 2001 to 2005, Dr. DSylva served as Director of Research and Development at
Murdoch University. Dr. DSylva has a strong track record in raising investment capital for early stage business ventures and has led the development of a number of successful research joint-venture institutes, companies and funds. During
his tenure at Murdoch University, he founded and directed the AU$12.5m Investment Fund  Murdoch Westscheme Enterprise Partnership, founded and directed the commercial consulting company MurdochLink Pty Ltd, and was involved in the
establishment and governance of a number of key research centers and institutes. He sits on the advisory board of the Centre for Computational Comparative Genomics, a joint-venture research institute in Bioinformatics based at Murdoch University and
retains a non-executive role at Murdoch University as an Adjunct Professor of Business. He received a Ph.D. from the University of Arizona in public finance and econometrics. Dr. DSylvas term as a director runs through 2010, or
until his successor is appointed. Dr. Dsylva has been chosen as a director because of his experience in our industry and his knowledge of the Australian market.



11



---

Samuel P. Sears, Jr.Since March 1999, Mr. Sears has been in private practice as an
attorney and has been providing business consulting services. From December 1998 through February 1999, Mr. Sears served as Vice Chairman of American Prescription Providers, Inc., a specialty pharmacy network offering prescriptions and
nutriceuticals to patients with chronic diseases. From 1995 through May 1998, Mr. Sears was Chief Executive Officer and Chairman to Star Scientific, Inc., a tobacco company focusing on demonstrating the commercial viability of potentially less
harmful tobacco products. Mr. Sears is a graduate of Harvard College and Boston College Law School. Mr. Sears is currently managing partner of the law firm of Cetrullo and Capone, PC, Boston, MA. Mr. Sears term as a director
runs through 2011, or until his successor is appointed. Mr. Sears has been chosen a director because we believe he can draw on his years of legal experience to provide the Company with beneficial guidance.

Eric V Tao. On January 23, 2009, CBI appointed Mr. Eric Tao, Director and Chief Investment Officer of AGI Capital Group, Inc., to
CBIs Board of Directors. Mr. Tao graduated from Pomona College in 1989 and the University of California Hastings College of Law in 1995. In addition to his position with AGI Capital Group, Inc., Mr. Tao also serves as a member of the
Board of Directors of Avant Housing, Hukilau, LLC, the Hawaii Chamber of Commerce of Northern California and the San Francisco YB Community Benefit District. Mr. Taos term as a director runs through 2012, or until his successor is
appointed. Mr. Tao has been chosen as a director because of his experience in guiding other small companies as a director.

Maria
Song, M.D., Ph.D. On March 27, 2009, CBI appointed Dr. Maria Song, Chairman of VPS Global, to CBIs Board of Directors. Dr. Song previously served as the General Manager of a Sino-Hong Kong joint venture pharmaceutical
company. Dr. Song has over fifteen years of experience in drug development and has conducted a number of multi-center clinical trials, local registration trials, and Phase IV studies for a variety of international clients. Dr. Song is also
an expert on regulatory submissions to the Chinese State Food and Drug Administration (SFDA) and often advises the SFDA on policy matters. Dr. Song received her M.D. and Ph.D. from the University of Peking Union Medical College.
Dr. Song also received a Master of Economics degree from the Central University of Finance and Economics. Dr. Songs term as a director runs through 2012, or until her successor is appointed. Dr. Song has been chosen as a
director because we believe her years of experience in the drug development industry will be beneficial to our company.

Audit Committee

The members of the Audit Committee as of December 31, 2010 were Samuel P. Sears, Jr., James D. Causey, and Eric V. Tao.
Dr. McAfee resigned from CBIs Board of Directors (and, consequently, the Audit Committee) on January 21, 2009. Mr. Tao replaced Dr. McAfee on the Audit Committee. Each member of the Audit Committee is independent under the
rules of the SEC and the NASDAQ Capital Market. The Board of Directors has determined that all members of the Audit Committee are independent and audit committee financial experts as such term is defined in Item 401(h)(2) of
Regulation S-K promulgated under the Exchange Act.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Companys directors and executive officers and persons who own
more than ten percent of a registered class of the Companys equity securities to file with the Securities and Exchange Commission reports of ownership and changes in beneficial ownership of the Companys common stock. Directors, executive
officers and greater than ten percent shareholders are required to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of these reports furnished to the Company or written representations
that no other reports were required, we believe that all reports were timely made.

Code of Conduct

CBI has adopted a Code of Conduct, which is applicable to all directors, officers and associates of the Company, including the principal executive officer
and the principal financial and accounting officer.



12



---

|Item 11. | Executive Compensation.
|-------- | -----------------------

The following table sets forth the compensation paid to or earned by (i) the Chief Executive Officer, and (ii) CBIs two other most highly compensated executive officers (collectively, the
Named Executive Officers) during each of CBIs last two fiscal years:



|                               |  |      |      |  |            |   |         |          |  |  |                   |  |  |                    |        |  |                          |  |   |           |  |  |   |  |  |   |         | 
|------------------------------ |  | ---- | ---- |  | ---------- | - | ------- | -------- |  |  | ----------------- |  |  | ------------------ | ------ |  | ------------------------ |  | - | --------- |  |  | - |  |  | - | ------- | 
|Name and principal
position(1) |  | Year |      |  | Salary ($) |   |         | Bonus($) |  |  | StockAwards($)(1) |  |  | OptionAwards($)(1) |        |  | All otherCompensation($) |  |   | Total ($) | 
|Richard J. Freer, Ph.D.        |  |      | 2010 |  |            | $ | 104,915 |          |  |  |                  |  |  | $                  | 19,600 |  |                          |  |  |           |  |  |  |  |  | $ | 124,515 | 
|COO                            |  |      | 2009 |  |            | $ | 116,104 |          |  |  |                  |  |  | $                  | 6,300  |  |                          |  |  |           |  |  |  |  |  | $ | 122,404 | 



|(1) | Amounts reflect the dollar value on grant date for the fiscal years ended December 31, 2010 and December 31, 2009, in accordance with ASC
Topic 718.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

Director Compensation

The following table shows all cash compensation paid to CBIs directors in 2010. Directors did not receive any compensation other than as stated in the chart below.



|                     |  |                             |       |  |                |  |   |       |  |   |       | 
|-------------------- |  | --------------------------- | ----- |  | -------------- |  | - | ----- |  | - | ----- | 
|Name                 |  | Fees Earned or Paid in Cash |       |  | Options Awards |  |   | Total | 
|Maria Song, Ph.D.    |  | $                           | 8,500 |  |                |  |  |       |  | $ | 8,500 | 
|Eric Tao             |  | $                           | 8,500 |  |                |  |  |       |  | $ | 8,500 | 
|James D. Causey      |  | $                           | 8,500 |  |                |  |  |       |  | $ | 8,500 | 
|Samuel P. Sears, Jr. |  | $                           | 8,500 |  |                |  |  |       |  | $ | 8,500 | 

Outstanding Equity Awards at
Fiscal Year-End

The following table sets forth certain information concerning the value of outstanding equity awards held
by the Named Executive Officers as of December 31, 2010.



|                        |  |                                                                |        |  |                                                                  |  |   |                          |  |   |                       |  |  |                                                         |            |  |                                                               |  |   |  |  |  |   | 
|----------------------- |  | -------------------------------------------------------------- | ------ |  | ---------------------------------------------------------------- |  | - | ------------------------ |  | - | --------------------- |  |  | ------------------------------------------------------- | ---------- |  | ------------------------------------------------------------- |  | - |  |  |  | - | 
|Name                    |  | Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable |        |  | Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable |  |   | Option ExercisePrice ($) |  |   | OptionExpiration Date |  |  | Number ofShares or Unitsof StockThat Have NotVested
(#) |            |  | Market Value ofShares or Unitsof Stock ThatHave NotVested
($) | 
|Richard J. Freer, Ph.D. |  |                                                                | 7,069  |  |                                                                  |  |   |                          |  | $ | 3.75                  |  |  |                                                         | 12/31/2011 |  |                                                               |  |  |  |  |  |  | 
|                        |  |                                                                | 26,500 |  |                                                                  |  |  |                          |  | $ | 3.85                  |  |  |                                                         | 11/09/2012 |  |                                                               |  |   |  |  |  |   | 
|                        |  |                                                                | 7,885  |  |                                                                  |  |  |                          |  | $ | 4.80                  |  |  |                                                         | 01/03/2018 |  |                                                               |  |   |  |  |  |   | 
|                        |  |                                                                | 10,000 |  |                                                                  |  |   |                          |  | $ | 3.30                  |  |  |                                                         | 11/13/2013 |  |                                                               |  |   |  |  |  |   | 
|                        |  |                                                                | 10,000 |  |                                                                  |  |   |                          |  | $ | 6.00                  |  |  |                                                         | 01/01/2017 |  |                                                               |  |   |  |  |  |   | 
|                        |  |                                                                | 20,000 |  |                                                                  |  |   |                          |  | $ | 4.35                  |  |  |                                                         | 01/01/2017 |  |                                                               |  |   |  |  |  |   | 



13



---

Employment Agreements

RICHARD J. FREER, PH.D.

As of January 1, 2008, CBI entered into an amended
employment agreement with Dr. Freer pursuant to which Dr. Freer will serve as Chairman of the Board and Chief Operating Officer. This agreement expires on December 31, 2011. The employment agreement provides Dr. Freer with:



| |  |  | a base salary of at least $202,500, with any amount above such minimum level to be determined by the Compensation Committee and ratfied by the Board of
Directors;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a grant, on January 1, 2008 and annually on January 1 for each subsequent year of his contract, of 35,000 restricted shares of common stock;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an annual bonus to be based upon financial performance criteria determined by the Board of Directors. Assuming full satisfaction of such financial
performance criteria, the maximum cash bonus payable shall not be less than $25,000 per year;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a number of annual incentive stock option and restricted stock grants to be based upon financial performance criteria determined by the Board of
Directors. Assuming full satisfaction of such financial performance criteria, Dr. Freer is eligible to receive incentive stock options to purchase an aggregate of 10,000 Shares of common stock and 5,000 Shares of restricted common stock on a
yearly basis. Such options and restricted Shares shall vest in three equal yearly installments beginning on the date that is one year following the date of grant;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a grant of 50,000 Shares of restricted common stock on June 27, 2005 and a grant of 50,000 Shares of restricted common stock on January 1,
2006, with such Shares vesting in quarterly installments of 10,000 Shares beginning on January 1, 2010; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | participation in any and all employee benefit plans.
| | - |  | ----------------------------------------------------

Under the employment agreement, upon Dr. Freers death, CBI shall pay Dr. Freers beneficiary an amount equal to (i) one months salary, and (ii) a cash, option and
restricted stock bonus with respect to that portion of our companys fiscal year completed prior to Dr. Freers death. In addition, upon Dr. Freers death, all unvested, restricted Shares of CBIs stock held by
Dr. Freer shall immediately vest.

If CBI terminates Dr. Freers employment for any reason or if Dr. Freer
terminates his employment with or without Good Reason, as such terms are defined in the employment agreement, Dr. Freer is entitled to (a) a lump cash sum equal to the aggregate amount of one years salary and
(b) medical, dental and life insurance benefits for the same 12 month period.

To the extent a
Change-of-Control, as such term is defined in the employment agreement, occurs during the term of the agreement, Dr. Freer, at his sole option, may deem such event to be a termination of employment without Cause. As a result,
Dr. Freer would be entitled to receive (a) a lump cash sum equal to the aggregate amount of two years salary and (b) medical, dental and life insurance benefits for the same 24 month period. In addition, all unvested options and
Shares of restricted stock held by Dr. Freer will immediately vest.

To the extent Dr. Freer becomes
Disabled, as such term is defined in the employment agreement, during the term of the agreement, CBI shall continue pay him his full salary and benefits until he shall become eligible for disability income under our disability plan.
While receiving disability income payments, CBI shall pay Dr. Freer the difference between such payments and his salary (without bonus).

The agreement contains a non-competition provision, which prohibits Dr. Freer from competing with CBI or soliciting its employees under certain circumstances. A court may, however, determine that
this non-competition provision is unenforceable or only partially enforceable.



14



---

|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|-------- | -----------------------------------------------------------------------------------------------

This table below contains certain information about the beneficial owners known to CBI as of April 14, 2010 of more than 5% of the
Companys outstanding shares of common stock.



|                                                                                        |  |                                          |           |  |                  |  |       |  
|--------------------------------------------------------------------------------------- |  | ---------------------------------------- | --------- |  | ---------------- |  | ----- | -
|Name and Address of Beneficial Owner                                                    |  | Shares ofCommon 
StockBeneficially Owned |           |  | Percent of Class | 
|VenturePharm Laboratories, Ltd(1) No 3 Jinzhuang Sijiqing Haidian District
100089 China |  |                                          | 2,613,426 |  |                  |  | 21.61 | %
|Richard J. Freer, Ph.D.
718 Grove Road Midlothian, VA 23114                             |  |                                          | 2,110,974 |  |                  |  | 17.46 | %



|(1) | As of August 19, 2008, VPL acquired the outstanding stock from PharmAust Chemistry LTD, an Australian Limited company. Total shares transferred
were 2,150,000. On July, 7, 2008, the Company completed a sale of stock subject to the $1 million put right with VPL. Under the terms of the put agreement, the Company sold 463,426 shares of common stock to VPL at a price of $2.15 per share. In
consideration of the sale of shares, the Company received $500,000 in cash and 2,229,664 of VPLs ordinary shares.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

This table demonstrates the alignment of the interests of CBIs directors and executive officers with the interests of CBIs shareholders by showing how much of CBIs outstanding common
stock is beneficially owned by CBIs directors, each of the Named Executive Officers and all directors and Named Executive Officers as a group as of April 14, 2011. Except as otherwise noted, the beneficial owners listed have sole voting
and investment power with respect to the shares shown.



|                                                                 |  |                                           |           |  |                           |  |       |  
|---------------------------------------------------------------- |  | ----------------------------------------- | --------- |  | ------------------------- |  | ----- | -
|Name and Address of Beneficial Owner                             |  | Amount and Nature 
ofBeneficial Ownership |           |  | Percentageof Class (%)(1) | 
|Paul DSylva, Ph.D.(2)                                           |  |                                           | 225,000   |  |                           |  | 1.86  |  
|Richard J. Freer, Ph.D.(3)                                       |  |                                           | 2,110,974 |  |                           |  | 17.46 |  
|Samuel P. Sears, Jr.(5)                                          |  |                                           | 83,029    |  |                           |  | *     |  
|James D. Causey(7)                                               |  |                                           | 72,000    |  |                           |  | *     |  
|Bill Guo(9)                                                      |  |                                           | 2,613,426 |  |                           |  | 21.61 |  
|Maria Song, Ph.D.(11)                                            |  |                                           |          |  |                           |  | *     |  
|Eric V. Tao(10)                                                  |  |                                           | 21,000    |  |                           |  | *     |  
|All directors and executive officers as a group (10 persons)(11) |  |                                           | 3,581,373 |  |                           |  | 36.15 | %



|* | Less than 1%.
|- | -------------

|(1) | Applicable percentages are based on 12,093,838 shares outstanding on April 14, 2011. Also includes shares of common stock subject to options and
warrants that may be exercised within 60 days of March 31, 2011. Such shares are deemed to be outstanding for the purposes of computing the percentage ownership of the individual holding such shares, but are not deemed outstanding for purposes
of computing the percentage of any other person shown in the table. This table is based upon information supplied by officers, directors, and principal shareholders and Schedule 13Gs filed with the SEC. Unless indicated in the footnotes to this
table and subject to community property laws where applicable, CBI believes that each of the shareholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Dr. DSylvas address is 718 Grove Road, Richmond, Virginia 23114.
|--- | ------------------------------------------------------------------



15



---

|(3) | Dr. Freers address is 718 Grove Road, Richmond, Virginia 23114. The number of shares deemed to be beneficially held by Dr. Freer
includes currently exercisable options to purchase an aggregate of 51,454 shares of common stock.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Dr. Harris address is 718 Grove Road, Richmond, Virginia 23114. The number of shares deemed to be beneficially held by Dr. Harris
includes currently exercisable options to purchase an aggregate of 46,299 shares of common stock.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Mr. Sears address is 718 Grove Road, Richmond, Virginia 23114. The number of shares deemed to be beneficially held by Mr. Sears
includes currently exercisable options to purchase an aggregate of 35,029 shares of common stock.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Mr. McAfees address is 718 Grove Road, Richmond, Virginia 23114. The number of shares deemed to be beneficially held by Mr. McAfee
includes currently exercisable options to purchase an aggregate of 35,029 shares of common stock. Dr. McAfee resigned from CBIs Board of Directors on January 21, 2009.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Mr. Causeys address is 718 Grove Road, Richmond, Virginia 23114. The number of shares deemed to be beneficially held by Mr. Causey
includes currently exercisable options to purchase an aggregate of 24,000 shares of common stock.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Mr. Haydens address is 718 Grove Road, Richmond, Virginia 23114. The number of shares deemed to be beneficially held by Mr. Hayden
represent currently exercisable options to purchase an aggregate of 13,000 shares of common stock.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Mr. Guos address is 718 Grove Road, Richmond, Virginia 23114. The number of shares deemed to be beneficially owned by Mr. Guo includes
2,613,426 shares held by VPL over which Mr. Guo exercises voting power.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Mr. Taos address is 718 Grove Road, Richmond, Virginia 23114.
|---- | --------------------------------------------------------------

|(11) | Ms. Songs address is 718 Grove Road, Richmond, Virginia 23114.
|---- | ---------------------------------------------------------------



|Item 13. | Certain Relationships and Related Transactions, and Director Independence.
|-------- | --------------------------------------------------------------------------

Director Independence

CBI believes that it meets the independence standards adopted by the
Securities and Exchange Commission and the OTC Market Group, Inc. (OTC Pink).

Related Transactions

On August 19, 2008, VPL acquired all of the Companys common stock held by PharmAust Chemistry Ltd. Concurrently therewith, the Company and VPL
entered into a put agreement, exercised on July 7, 2008, pursuant to which the Company sold 463,426 shares of common stock to VPL at a price of $2.15 per share.



|Item 14. | Principal Accountant Fees and Services.
|-------- | ---------------------------------------

Fees Paid To Independent Registered Public Accounting Firm

Audit Fees

For fiscal 2009, CBI paid Witt Mares, PLC fees of $105,000, for the annual audit of our financial statements and fees of $54,500 for the quarterly review
of financial statements included in our Forms 10-Q.

For fiscal 2010, CBI paid Witt Mares, PLC fees of $65,000, for the annual audit of our
financial statements and fees of $15,000 for the quarterly review of financial statements included in our Forms 10-Q.

Audit Related Fees

For fiscal 2009, CBI paid Witt Mares, PLC $3,175, for audit-related services.

For fiscal 2010, CBI did not pay any fees to Witt Mares, PLC for audit-related services.



16



---

Tax Fees

For fiscal 2009, CBI paid Witt Mares, PLC $8,275 for tax services.

For fiscal 2010, CBI paid
Witt Mares, PLC $4,000 for tax services.

PART IV



|Item 15. | Exhibits, Financial Statement Schedules.
|-------- | ----------------------------------------

See Exhibit Index.



17



---

SIGNATURES

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



Commonwealth Biotechnologies, Inc.By:

/s/ Richard J. Freer, Ph.DRichard J. Freer, PH.DChief Executive Officer(Principal Executive Officer)Date:

April 15, 2011By:

/s/ Vincent B. McNelleyVincent B. McNelleyActing Principal Financial Officer(Principal Financial Officer)Date:

April 15, 2011


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



|                                                    |  |                                                                    |  |               
|--------------------------------------------------- |  | ------------------------------------------------------------------ |  | --------------
|Signature                                           |  | Title(s)                                                           |  | Date          
|                                                    |  |                                                                   
|/s/ Richard J. Freer, Ph.D
Richard J. Freer, Ph.D.  |  | Chief Executive Officer and Director
(Principal Executive Officer) |  | April l5, 2011
|                                                    |  |                                                                   
|/s/ Bill Guo Bill Guo                               |  | Director                                                           |  | April 15, 2011
|                                                    |  |                                                                   
|/s/ James. P. Causey
James P. Causey                |  | Director                                                           |  | April 15, 2011
|                                                    |  |                                                                   
|/s/ Samuel P. Sears, Jr.
Samuel P. Sears, Jr.       |  | Director                                                           |  | April l5, 2011
|                                                    |  |                                                                   
|/s/ Maria Song, M.D., Ph.D.
Maria Song, M.D., Ph.D. |  | Director                                                           |  | April l5, 2011
|                                                    |  |                                                                   
|/s/ Paul DSylva, Ph.D
Paul DSylva, Ph.D.          |  | Director                                                           |  | April l5, 2011
|                                                    |  |                                                                   
|/s/ Eric Tao Eric Tao                               |  | Director                                                           |  | April l5, 2011



18



---

Executive Compensation Plans and Arrangements

The following is a list of all executive compensation plans and arrangements filed as exhibits to this annual report on Form 10-K or
incorporated herein by reference:

1. First Amended and Restated Employment Agreement between the Company and Richard J. Freer, Ph.D. (4)

2. Second Amendment to First Amended and Restated Employment Agreement for Richard J. Freer, Ph.D. (5)

3. 1997 Stock Incentive Plan, as amended (7)

4. 2000 Stock Incentive Plan (8)

5. 2002
Stock Incentive Plan, as amended (9)

6. 2007 Stock Incentive Plan (10)

7. 2009 Stock Incentive Plan



|(1) | Incorporated by reference to the Companys Form 10-KSB, dated March 31, 2009, File No. 001-13467.
|--- | -------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Companys Current Report on Form 8-K dated February 28, 2007, File No. 001-13467.
|--- | ------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the Companys Current Report on Form 8-K dated January 5, 2007, File No. 001-13467.
|--- | ----------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to the Companys Form 10-KSB, dated April 9, 2008 (as amended on April 30, 2008), File No. 001-13467.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to the Companys Current Report on Form 8-K dated June 28, 2005, File No. 001-13467.
|--- | --------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to the Companys Form 10-KSB, dated March 31, 2006, File No. 001-13467.
|--- | -------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to the Companys Form 10-KSB, dated March 31, 2003, File No. 001-13467.
|--- | -------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to the Companys Registration Statement on Form SB-2, Registration No. 333-31731.
|--- | -----------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference to the Companys Registration Statement on Form S-8, Registration No. 333-51074.
|--- | ----------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference to the Companys Registration Statement on Form S-8, Registration No. 333-102368.
|---- | -----------------------------------------------------------------------------------------------------------

|(1) | Incorporated by reference to the Companys other definitive Proxy Statement dated April 12, 2007, File No. 001-13467
|--- | --------------------------------------------------------------------------------------------------------------------



19



---

EXHIBIT INDEX



|              |  |                                                                                                                                                     
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description Of Exhibits                                                                                                                             
|              | 
|3(i).1        |  | Articles of Incorporation of Commonwealth Biotechnologies, Inc. (1)                                                                                 
|              | 
|3(i).2        |  | Articles of Amendment of Articles of Incorporation of Commonwealth Biotechnologies, Inc. (2)                                                        
|              | 
|3(ii).1       |  | Third Amended and Restated Bylaws of Commonwealth Biotechnologies, Inc. (3)                                                                         
|              | 
|3(ii).2       |  | Amendment to Third Amended and Restated Bylaws of Commonwealth Biotechnologies, Inc. (4)                                                            
|              | 
|4.1           |  | Form of Common Stock Certificate (1)                                                                                                                
|              | 
|4.2           |  | Form of Class A Warrant (5)                                                                                                                         
|              | 
|4.3           |  | Form of Class B Warrant (5)                                                                                                                         
|              | 
|4.4           |  | Form of Secured Convertible Promissory Note (5)                                                                                                     
|              | 
|10.1          |  | Subscription Agreement (5)                                                                                                                          
|              | 
|10.2          |  | Security Agreement (5)                                                                                                                              
|              | 
|10.3          |  | Stock Purchase Agreement by and among Commonwealth Biotechnologies, Inc., Pharmaust Limited and Pharmaust Chemistry Ltd. dated November 24, 2006 (6)
|              | 
|10.4          |  | Voting and Lock-Up Agreement dated as of February 9, 2007 (7)                                                                                       
|              | 
|10.5          |  | Registration Rights Agreement, dated as of February 9, 2007 (7)                                                                                     
|              | 
|10.6          |  | Employment Agreement between the Company and Paul DSylva, Ph.D. (8)                                                                                
|              | 
|10.7          |  | First Amended and Restated Employment Agreement for Richard J. Freer, Ph.D. (8)                                                                     
|              | 
|10.8          |  | First Amendment to First Amended and Restated Employment Agreement between the Company and Richard J. Freer, Ph.D. (9)                              
|              | 
|10.9          |  | Second Amendment to First Amended and Restated Employment Agreement for Richard J. Freer, Ph.D. (10)                                                
|              | 
|10.10         |  | Officers Severance Agreement for James H. Brennan (13)                                                                                             
|              | 
|13.1          |  | 2010 Annual Report (20)                                                                                                                             
|              | 
|21.1          |  | Subsidiaries of Commonwealth Biotechnologies, Inc. (14)                                                                                             
|              | 
|23.1          |  | Consent of Witt Mares, PLC (20)                                                                                                                     
|              | 
|31.1          |  | Certification of Richard J. Freer, Ph.D. (20)                                                                                                       
|              | 
|31.2          |  | Certification of Vincent B. McNelley (20)                                                                                                           
|              | 
|32.1          |  | Section 906 Certification of Richard J. Freer, Ph.D. (20)                                                                                           



20



---

|     |  |                                                      
|---- |  | -----------------------------------------------------
|     | 
|32.2 |  | Section 906 Certification of Vincent B. McNelley (20)
|     | 
|99.1 |  | 1997 Stock Incentive Plan, as amended (15)           
|     | 
|99.2 |  | 2000 Stock Incentive Plan (16)                       
|     | 
|99.3 |  | 2002 Stock Incentive Plan, as amended (17)           
|     | 
|99.4 |  | 2007 Stock Incentive Plan (18)                       



|(1) | Incorporated by reference to the Companys Registration Statement on Form SB-2, Registration No. 333-31731.
|--- | -----------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Companys Current Report on Form 8-K, dated October 31, 2007, File No. 001-13467.
|--- | ------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the Companys Current Report on Form 8-K, dated March 29, 2007, File No. 001-13467.
|--- | ----------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to the Companys Current Report on Form 8-K, dated March 28, 2008, File No. 001-13467.
|--- | ----------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to the Companys Current Report on Form 8-K, dated January 8, 2008, File No. 001-13467.
|--- | -----------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to the Companys Current Report on Form 8-K, dated November 29, 2007, File No. 001-13467.
|--- | -------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to the Companys Current Report on Form 8-K, dated February 15, 2007, File No. 001-13467.
|--- | -------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to the Companys Current Report on Form 8-K, dated February 28, 2007, File No. 001-13467.
|--- | -------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference to the Companys Current Report on Form 8-K, dated August 15, 2005, File No. 001-13467.
|--- | -----------------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference to the Companys Current Report on Form 8-K, dated March 31, 2006, File No. 001-13467.
|---- | ----------------------------------------------------------------------------------------------------------------

|(11) | Incorporated by reference to the Companys Current Report on Form 8-K, dated January 5, 2007, File No. 001-13467.
|---- | -----------------------------------------------------------------------------------------------------------------

|(12) | Incorporated by reference to the Companys Form 10-KSB, dated March 31, 2006, File No. 001-13467.
|---- | -------------------------------------------------------------------------------------------------

|(13) | Incorporated by reference to the Companys Form 10-KSB, dated March 31, 2003, File No. 001-13467.
|---- | -------------------------------------------------------------------------------------------------

|(14) | Incorporated by reference to the Companys Registration Statement on Form SB-2, Registration No. 333-148942.
|---- | ------------------------------------------------------------------------------------------------------------

|(15) | Incorporated by reference to the Companys Registration Statement on Form SB-2, Registration No. 333-31731.
|---- | -----------------------------------------------------------------------------------------------------------

|(16) | Incorporated by reference to the Companys Registration Statement on Form S-8, Registration No. 333-51074.
|---- | ----------------------------------------------------------------------------------------------------------

|(17) | Incorporated by reference to the Companys Registration Statement on Form S-8, Registration No. 333-102368.
|---- | -----------------------------------------------------------------------------------------------------------

|(18) | Incorporated by reference to the Companys other definitive Proxy Statement dated April 12, 2007, File No. 001-13467.
|---- | ---------------------------------------------------------------------------------------------------------------------

|(19) | Incorporated by reference to the Companys Form 10-KSB, dated April 9, 2008 (as amended on April 30, 2008), File No. 001-13467.
|---- | -------------------------------------------------------------------------------------------------------------------------------

|(20) | Filed herewith.
|---- | ---------------



21