On July 16, 2009, the Registrant entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Bostwick Laboratories, Inc., a Delaware corporation (the "Purchaser"), pursuant to which the Registrant has agreed to sell the assets of its CBI Services and Fairfax Identity Laboratories divisions (collectively, the "Divisions") to the Purchaser (the "Transaction"). The purchase price consists of $1,075,000.00 in cash, royalty payments and the assumption of certain liabilities. The Transaction is expected to close in the third fiscal quarter.

Under the terms of the Asset Purchase Agreement, the Purchaser will be obligated for certain liabilities that arise after the closing under certain assumed contracts, as well as liabilities that arise after the closing as a result of the ownership or use by the Purchaser of the purchased assets. In addition, Registrant will lease to the Purchaser the building located at 601 Biotech Drive, Richmond Virginia which houses the Divisions.

As part of the Transaction, the Purchaser will offer employment to certain employees of the Registrant.

As part of the Transaction, the Registrant and the Purchaser will enter into a Non-Competition Agreement that restricts the Registrant's ability to compete with the Purchaser by (i) locating any business in the Commonwealth of Virginia that would engage in the operations of the Divisions or (ii) soliciting existing named customers of the Divisions. The Non-Competition Agreement allows the Registrant to engage in the following activities irrespective of the geographic location of such activities: any activities of (a) Mimotopes Pty Ltd,
(b) Venturepharm Laboratories Limited or (c) any other entity that is or may become affiliated or associated with the Registrant through merger, consolidation, asset purchase or other acquisition provided that during the Non-Competition Period such entities shall not solicit the existing named customers of the Divisions. In addition, the Registrant may engage in regulatory consulting services in the area of pharmaceuticals, bio-pharmaceuticals, diagnostics and/or medical devices.

The Asset Purchase Agreement contains customary representations, warranties, covenants and indemnifications and is subject to (i) a two week due diligence period, and (ii) approval of the Transaction by Registrant's shareholders and lenders. The Registrant anticipates that it will request such shareholder approval in its annual shareholder meeting.

ITEM 8.01 PRESS RELEASE

On July 21, 2009, the Registrant issued a press release announcing the matters disclosed in item 1.01 of this Form 8-K. A copy of the Registrant's press release is furnished with this form 8-K and attached hereto as Exhibit 99.1

Forward-looking Information

The foregoing contains forward-looking information within the meaning of the private Securities Litigation Reform Act of 1995. This forward-looking information may be identified by such forward-looking terminology as "expect," "anticipate," "will," or similar statements or variations of such terms. Among other forward-looking information, the statements above relating to consummation of the Transaction and costs and charges and estimated timing for exit actions or incurrence of costs and charges in connection with those actions constitute forward-looking statements.

Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about the Registrant and the Divisions that involve substantial uncertainty and substantial risk, including: the risk that the Transaction will not be consummated, the risk that conditions and other contingencies to consummation and closing of the Transaction will not occur; the risk that anticipated benefits from the Transaction may not be reached or may take longer to realize than expected; the risk that the Registrant's shareholders and lenders will not approve the Transaction; the risk that estimated or anticipated costs, charges and liabilities to settle and complete the exit from and disposal of the Divisions, including retained obligations and contingent risks for

All forward-looking statements are as of the date of this Form 8-K only, and except as may be required by law or SEC rule or requirement the Registrant does not undertake to update or revise any forward-looking statements to reflect actual results, changes in assumption, estimates or projections, other circumstances occurring after the date hereof.

ITEM 9.01 EXHIBITS


(d) Exhibits.



10.1    Asset Purchase Agreement dated July 16, 2009, between the Registrant and
        the Purchaser

10.2    Lease Agreement

10.3    Non-Competition Agreement

99.1    Press Release dated July 21, 2009, entitled "Commonwealth Biotechnologies,
        Inc. Enters into Agreement to Sell the Assets of its CBI Services and
        Fairfax Identity Laboratories Divisions"