ASSET PURCHASE AGREEMENT

EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

by and between

Bostwick Laboratories, Inc.

and

Commonwealth Biotechnologies, Inc.

dated as of

July 16, 2009

TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT

THIS AGREEMENT (“Agreement”) is entered into this 16 ^th day of July, 2009 (the “Effective Date”), by and between BOSTWICK LABORATORIES, INC. (the “Purchaser”), a Delaware corporation, and COMMONWEALTH BIOTECHNOLOGIES, INC. (the “Seller”), a Virginia corporation.

1. Recitals .

The Seller is engaged in the business of providing research and development and support services, including laboratory support related to (i) molecular biology; (ii) protein expression & analysis and peptide synthesis & purification; (iii) bio-analytical services; (iv) assay development and validation; and (v) microbiology, virology & biosafety testing, on a fee-for-service basis to governmental agencies, the biotechnology and pharmaceutical industry and other entities, in all cases providing such services through CBI Services and Fairfax Identity Laboratories (FIL) at Richmond, Virginia (the operations of CBI Services and Fairfax Identity Laboratories referred to collectively herein as the “Business”). The Purchaser wishes to purchase substantially all of the assets of Seller comprising the Business, including its goodwill, and the Seller wishes to sell such assets to the Purchaser. Accordingly, the parties agree as follows.

2. Purchase of Assets .

2.1. Subject to the terms and conditions set forth in this Agreement, the Seller shall sell and convey, free and clear of all liens, mortgages, pledges, security interests, and encumbrances, to the Purchaser, and the Purchaser shall purchase, on the Closing Date (as defined in Section 3.4), all of the following non-real estate assets of the Seller associated with the Business (collectively, the “Assets”):

2.1.1. Seller’s inventory (the “Inventory”), and all future rebates, discounts (including trade, volume and cash discounts and rebates), credits, refunds and other cost adjustments relating to purchases of inventory that have not been received or fully utilized by the Seller prior to the Closing Date;

2.1.2. the fixed assets and laboratory equipment identified on Schedule 2.1.2 attached hereto (the “Fixed Assets”) and supplies located at the Office Property at Closing;

2.1.3. to the extent transferrable, the customer contracts identified on Schedule 2.1.3(a) attached hereto (the “Customer Contracts”) and all other contracts, arrangements, licenses, leases and agreements identified on Schedule 2.1.3(b) attached hereto, which schedules will be updated at Closing to include additional customer contracts entered into after the date of this Agreement, copies of which shall be delivered to the Purchaser at Closing (together with the Customer Contracts, the “Seller Contracts”);

2.1.4. Intentionally Omitted .

2.1.5. the prepaid and other items identified on Schedule 2.1.5 attached hereto (the “Prepaids”);

2.1.6. to the extent transferable, the Permits (as defined in Section 4.11 hereof);

2.1.7. the Intellectual Property Assets (as that term is defined in Section 4.12 hereof);

2.1.8. all goodwill related to the Business, telephone, telecopy related to the Business; and

2.1.9. its records relating to the Business that are relevant to the Purchaser’s use of the Business and performance under the Seller Contracts after the Effective Time, including customer lists and records, referral sources, research and development reports, production reports, equipment logs, and operating guides and manuals, and all records relating to liabilities assumed or incurred by the Purchaser pursuant to this Agreement (the “Records”), provided, however, Seller shall retain copies of all such Records.

2.2. The Seller will retain all assets not included in the Assets, including, without limitation, the following assets (the “Retained Assets”): (i) its accounts receivable; (ii) all right, title, and interest in the domain name “www.cbi-biotech.com” and the names and marks “Commonwealth Biotechnologies, Inc.”, “CBI,” “CBI Services” and any other name or mark that includes a variation or extension of CBI and/or COMMONWEALTH BIOTECHNOLOGIES (the “Excluded Names”); (iii) all real estate (subject to the Lease Agreement described herein), including all leasehold improvements; (iv) all insurance policies; (v) all bank accounts, cash on hand and cash equivalents; (vi) all tax deposits and other non-operating deposits; (vii) all advances to affiliated entities; (viii) all loans and notes; (ix) all investments to fund retirement benefits and all other investments in non-operating assets; (x) Mimotopes Pty. Ltd. and its assets, (xi) Seller’s joint venture interest with Venturepharm Laboratories Limited; (xii) Seller’s printed marketing materials and stationery, (xiii) all corporate records not set forth in Sections 2.1.8 and 2.1.9; (xiv) any right, title or interest in and to the intellectual property assets identified in Schedule 4.12(a) attached hereto, and (xv) all assets of any type, tangible and intangible, and in whatever form, that relate to activities or operations of Seller, actual, historical or anticipated, not conducted in or through the entities and divisions comprising the Business. In addition, the Retained Assets shall include print and electronic copies of, as well as all associated rights in, all data, databases, compilations, software and files relating to the corporate organization and historical operations of Seller, including, without limitation, Seller’s corporate records, accounting software and records, Seller’s employment records and email addresses. In addition, Seller shall be entitled to retain for its own use solely in the ordinary course of winding up its operation of the Business and dealings with vendors and customers of the Business, copies of sales, purchase and other

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business records of the Business. Notwithstanding anything contained herein to the contrary, Purchaser may, for a period of up to one (1) year after Closing, and while identifying the Business as conducted by it under a different name and mark of its choosing, indicate to existing customers that the Business is that “formerly known as CBI Services,” or words substantially to that effect, provided that it does so in a way that is not likely to cause customers or others to mistakenly believe that it is Seller or is associated with or sponsored by Seller.

2.3. Except as otherwise set forth in this Agreement, the Purchaser will not assume, pay, perform, or discharge or be liable or responsible for, any liabilities or obligations of Seller, including but not limited to trade payables. Seller shall remain liable for all its accounts payable and any other liability, indebtedness or obligation, including but not limited to any and all indebtedness or obligations arising under the Seller Contracts prior to the Effective Time.

2.4. Intentionally Omitted .

2.5. The Seller shall assign to Purchaser on the Closing Date the Intellectual Property in the form of the assignment appended hereto as Exhibit 2.5 (the “Assignment of Intellectual Property Assets”).

3. Purchase Price, Closing Date, and Closing .

3.1. In consideration of the sale of the Assets, Purchaser shall pay to Seller the Purchase Price as specified in Section 3.2 and pay Royalties to Seller as described in Section 3.6.

3.2. The purchase price for the Assets shall be One Million Seventy-five Thousand and No/100 Dollars ($1,075,000.00) (the “Purchase Price”). The Purchase Price shall be paid at Closing (as defined herein) by wire transfer of immediately available funds to the account of Kaufman & Canoles, A Professional Corporation.

3.3. The closing hereunder (the “Closing”) shall take place at the offices of Kaufman & Canoles at 1051 East Cary Street, Suite 1206, Richmond, Virginia 23219, at 1:00 p.m. on the Closing Date. Upon satisfaction of all of the conditions herein, the Purchaser will be deemed to have purchased the Assets as of 1:00 p.m. on the Closing Date (the “Effective Time”).

3.4. “Closing Date” shall mean the date mutually agreed to by the parties for the consummation of the transactions contemplated by this Agreement.

3.5. The Purchase Price shall be allocated in accordance with Schedule 3.5 attached hereto. After the Closing the Parties shall make consistent use of the allocations specified in Schedule 3.5 for all tax purposes and in all filings, declarations and reports with the Internal Revenue Service (“IRS”) in respect thereof, including the reports required to be filed under Section 1060 of the Internal Revenue Code (the “Code”). Purchaser shall prepare and deliver IRS Form 8594 to Seller within forty-five (45) days after the Closing Date to be filed with the IRS. In any proceeding related to the determination of any income or other taxes related to this transaction, neither Purchaser nor Seller shall contend or represent that such allocation is not a correct allocation.

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3.6. During the Royalty Term (as defined herein) the Purchaser agrees to pay to the Seller twenty-five percent (25%) of all Net Revenues from the sale, lease or other transfer of products embodying or that exploit the Covered Intellectual Property, as defined below, in connection with the sale or licensing of the technology known by the working name HEPARREST (“Royalties”).

3.6.1. For purposes of calculating Royalties payable, “Net Revenue” shall mean gross revenues received by Purchaser or its Affiliates from the sale, licensing, lease, rental or rendering of goods or services, as the case may be, that embody, exploit or derive in whole or in part the Covered Intellectual Property (i.e. would otherwise infringe the Covered Intellectual Property if undertaken by a third party), less deductions for all costs and expenses associated with the sale, licensing, marketing, development, manufacturing or rendering of products that embody, exploit or derive in whole or in part the Covered Intellectual Property as well any taxes collected, returns, refunds and credits made in the ordinary course of business.

3.6.2. For purposes of calculating Royalties payable, the “Covered Intellectual Property” means the Patents identified on Schedule 3.6.2 attached hereto and the Trade Secrets and other methods and inventions identified by the working name HEPARREST. The Covered Intellectual Property does not include other Marks and Net Names or Copyrights comprising the Intellectual Property Assets. As a result, Royalties shall not be due merely because, by way of example, products or services were marketed under a trade name or domain name assigned pursuant to this Agreement.

3.6.3. Subject to the terms of Section 11 hereof, Purchaser shall pay Royalties payable in full on a quarterly basis, not later than forty five (45) days after the close of the quarter of the entity through which it conducts the Business, and it shall provide with each Royalty payment a written report summarizing the gross revenues received that arose from exploitation of the Covered Intellectual Property, any allowable deductions, and the amount of Royalties payable.

3.6.4. The “Royalty Term” shall mean five (5) years from the Closing Date. Except as is expressly provided herein to the contrary, Purchaser shall have no obligation to continue to market, sell, license or transfer the Covered Intellectual Property during the Royalty Term.

3.7. Intentionally Omitted.

3.8. Seller shall have the right, not more than one (1) time in any calendar year, and only upon ten (10) days prior notice, to inspect, audit and copy, whether itself or through a designee of its choice (subject to reasonable confidentiality obligations), the books

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and records of Purchaser for purposes of verifying Royalties paid and payable. Such inspection and audit shall take place during regular business hours. Seller shall endeavor to conduct such inspection and audit so as to minimize disruption to Purchaser; Purchaser shall reasonably facilitate the full and expeditious conduct of the inspection and audit. Such inspection and audit shall be at Seller’s expense, except that, if it is determined that Purchaser underpaid Royalties by more than five (5) percent, then in addition to promptly remedying any underpayment, Purchaser shall pay the cost of the inspection and audit.

3.9. The obligations of the Purchaser set forth in this Section shall survive the Closing of the transactions contemplated hereby.

4. Representations and Warranties of the Seller .

The Seller represents and warrants to the Purchaser as follows:

4.1. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia, is duly qualified to do business in all jurisdictions in which it is required to be qualified to do business, and has all requisite corporate power and authority to own and operate the Assets as and in the places now owned and operated and to carry on the Business as now being conducted and to own, sell and dispose of the Assets in accordance with this Agreement. The Seller has full corporate power and authority to execute, deliver and perform this Agreement and doing so will not violate any provision of law or contravene any provisions of its articles of incorporation or bylaws.

4.2. Except for its interest in Mimotopes Pty Ltd and its joint venture interest in Venturepharm Laboratories Limited, Seller has no whole or partly-owned subsidiaries. CBI Services and FIL are unincorporated divisions of Seller.

4.3. At Closing, this Agreement and the transactions provided for in this Agreement by the Seller shall have been duly authorized by the shareholders of the Seller; this Agreement has been duly executed on behalf of the Seller and constitutes a legal, valid and binding obligation of the Seller; neither the execution of this Agreement nor the transactions provided for, including the sale of the Assets, will violate, or result in a breach of, or constitute a default under, any law or any agreement or any instrument, order, judgment or decree to which the Seller is a party or to which it or any of its assets is subject; and no other corporate action is necessary to complete the transactions contemplated by this Agreement.

4.4. The Financial Statements of the Seller filed with the Securities and Exchange Commission (the “SEC”) for the periods ended December 31, 2008 and March 31, 2009 (collectively, the “Financial Statements”) fairly present the financial condition and the results of operations, changes in shareholder’s equity and cash flows of Seller as at the respective dates of and for the periods referred in such Financial Statements, all in accordance with generally accepted accounting principles. The Financial Statements reflect the consistent application of such accounting principles through the periods involved, except as disclosed in the notes of such Financial Statements.

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4.5. Except as and only to the extent reflected or reserved against in the Financial Statements, and except for obligations incurred in the ordinary course of business since March 31, 2009, as of the Effective Date, the Seller has no material debts, liabilities, or other obligations (including without limitation, obligations for federal, state or local taxes or other governmental assessments or penalties, and obligations in advances, directly or indirectly, to Seller), absolute or contingent, due or to become due, and Seller does not know or have reasonable grounds for knowing the basis for any assertion against the Seller of any liability (including any tax liability) of any nature or in any amount not reflected on or reserved against in the Financial Statements.

4.6. Since March 31, 2009, there has not been any damage, destruction or casualty loss, whether covered by insurance or not, materially and adversely affecting any of the Assets or the Business.

4.7. The Seller has good and marketable title to all of the Assets and, except as set forth on Schedule 4.7 attached hereto, the Assets are free and clear of any mortgage, pledge, lien, adverse claim, security interest, title defect or other encumbrance. As of the Closing Date, all of the Assets shall be free and clear of any mortgage, pledge, lien, adverse claim, security interest, title defect or other encumbrance. The Assets, together with certain properties and assets held pursuant to valid leases or licenses, constitute all properties and assets which are presently being used in, the Business.

4.8. Intentionally Omitted .

4.9. All leases under which the Seller holds real or personal property used in connection with the operation of the Business are described in Schedule 4.9 hereto. True and complete copies of all such leases have been furnished previously to Purchaser. Except for those leases identified on Schedule 2.1.3(b) attached hereto, Seller understands that Purchaser will not assume, and the Assets will not include, any of Seller’s right, title or obligations under such leases.

4.10. All agreements, licenses, contracts or other arrangements to which Seller is a party and which are currently used by Seller to conduct the Business are identified on Schedule 2.1.3(b) and Schedule 4.9 attached hereto. True and complete copies of all such documents have been previously furnished to Purchaser. Each Seller Contract is in full force and effect, and to the Knowledge of Seller, neither party has violated any term of any such agreement in any material respect and no event of default under such Agreement has occurred. Purchaser understands that any or all of the Seller Contracts identified on Schedule 2.1.3(a) and Schedule 2.1.3(b) may or may not be assignable by Seller and may or may not require the consent of any other party. Notwithstanding the foregoing, Seller shall use best efforts to obtain the written consent, on terms reasonably acceptable to Purchaser, of Vigen Laboratories, Inc. to the transfer or assignment to Purchaser of the license agreement between Seller and Vigen Laboratories, Inc. dated February 28, 2001 for the use of certain patents all as described on Schedule 4.12(b ).

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4.11. Schedule 4.11 contains a complete and correct list of all permits, licenses, certificates, approvals, filings and other governmental authorizations and approvals (the “Permits”) which are material for the conduct of the Business as it has been conducted by Seller immediately prior to Closing, all of which have been duly made or obtained and are in full force and effect, and there are no proceedings pending or, to the Seller’s knowledge, threatened which may result in the revocation, cancellation or suspension, or any adverse modification, of any of the Permits. To the extent any of the Permits are transferrable, the Seller shall transfer such Permit to the Purchaser. To the extent any of the Permits are not legally transferrable, the Seller shall, at Purchaser’s request, use reasonable efforts to assist the Purchaser in obtaining any and all Permits necessary for the Purchaser to operate the Business. Seller makes no warranties with respect to (a) the transferability of the Permits or (b) whether the Permits may be used at a location other than the Office Property.

4.12. (a) The term “Intellectual Property Assets” means the intellectual property rights, to the extent protectable under applicable domestic or foreign law, owned by Seller or in which Seller has rights under a license from another, used by Seller in the conduct of the Business, and material to the conduct of the Business as it was conducted immediately prior to Closing. In all cases, the Intellectual Property Assets include only those intellectual property rights held by Seller, used by it in the Business, and material to its conduct of the Business, including the Patents and other intellectual property rights associated with HEPARREST and Accutrack. The Intellectual Property Assets consist of the specific items listed in Schedules 4.12(b), 4.12(d), 4.12(e), 4.12(f)(i) and 4.12(h) and fall in the following general categories defined in this Section 4.12:

(i) Seller’s rights in names (other than the Excluded Names), assumed or fictional business names, trade names, registered and unregistered trademarks, service marks, trade dress, logos, together with associated translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith (collectively, “Marks”);

(ii) foreign and domestic patents, patent applications, patent rights and patent inventions disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof and any patents and discoveries that issue from patent applications pending as of the Closing Date anywhere in the world which may be patentable and that are owned by Seller (collectively, “Patents”);

(iii) copyright interests in copyrightable works, applications for copyright registrations, registrations, in both published works and unpublished works and renewals in connection therewith (collectively, “Copyrights”);

(v) trade secrets and confidential business information (including rights in ideas, research and development, know-how, formulas, materials, compositions, manufacturing and production processes and techniques, technical data, designs, blue prints,

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drawings, specifications, customer and supplier lists, pricing and cost information, business and marketing data, process technology, plans, drawings and proposals, to the extent protectable under applicable law) relating to the Business that, to Seller’s Knowledge, are not generally known to others and that have been the subject of reasonable efforts by Seller to maintain their secrecy (collectively, “Trade Secrets”);

(vi) rights in the internet web sites and internet domain names and domain name registrations; and

(vii) to the extent transferable, rights under license agreements from third-parties to make, use, offer to sell or sell third-party patents, trademarks, trade secrets or copyrights.

Excepting only intellectual property associated with HEPARREST, the Intellectual Property Assets do not include any patent, trademark, trade name, domain name, trade secret, copyright or other intellectual property rights, including but not limited to intellectual property rights held under license agreements, that are not used in connection with the Business. In particular, but without limitation, the Intellectual Property Assets do not include any of the following: intellectual property rights of Seller not used in and/or not material to the conduct of the Business; intellectual property rights in Retained Assets; general know how of Seller’s officers, directors and employees; rights under license agreement that are not transferable and/or not transferred to Purchaser; Seller’s accounting software, data and corporate records, and any additional intellectual property rights in the subject matter listed in Schedule 4.12(a).

(b) Schedule 4.12(b) contains a complete and accurate list and summary description, of all Seller Contracts pursuant to which Seller has secured the right or license to use Intellectual Property Assets material to the conduct of the Business and owned in whole or in part by others. Seller has delivered to Purchaser accurate and complete copies of all such Seller Contracts, except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available Software programs under which Seller is the licensee. There are no outstanding and, to Seller’s Knowledge, no threatened disputes or disagreements with respect to any such Seller Contract.

(c) (i) Except as set forth in Schedule 4.12(c)(i) , the Intellectual Property Assets are all those that are material and necessary for the operation of the Business as it has been conducted by Seller immediately prior to the Closing. Except for Intellectual Property Assets held under license from third parties, to Seller’s Knowledge, it is the owner of all right, title and interest in and to each of the Intellectual Property Assets, free and clear of all liens and encumbrances, and that it has the right to use same without payment to a third party all such Intellectual Property Assets. Except as otherwise provided on Schedule 4.12(c)(i) , the Intellectual Property Assets owned by Seller are transferable without restriction and no third party consent or approval for transfer is necessary, and to Seller’s Knowledge, the Intellectual Property Assets used under license from third-parties are transferable without restriction and no third-party consent or approval for transfer is necessary.

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(ii) All former and current employees of Seller have executed written Contracts with Seller that assign to Seller all rights to any inventions, improvements, discoveries or information relating to the business of Seller.

(d) (i) The Covered Intellectual Property identified on Schedule 3.6.2 attached hereto relates solely to the technology known by the working name HEPARREST and to no other technology, product or service. Schedule 4.12(d) contains a complete and accurate list and summary description of all Patents owned by Seller and used in the Business and, except as identified on Schedule 4.12(a) attached hereto, all of such Patents are included in the Assets.

(ii) All of the issued Patents are currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of working or use), are not subject to any maintenance fees or taxes or actions falling due within ninety (90) days after the Closing Date, and to the Knowledge of Seller are valid and enforceable.

(iii) No Patent is now involved in any interference, reissue, reexamination, or opposition Proceeding. To Seller’s Knowledge, there is no potentially interfering patent or patent application of any third party.

(iv) To Seller’s Knowledge, and except as set forth in Schedule 4.12(d)(iv), (A) no Patent is infringed or has been challenged in any way and (B) none of the products manufactured or sold, nor any process or know-how used, by Seller in the Business infringes or is alleged to infringe any patent or other proprietary right of any other person.

(e)(i) Schedule 4.12(e) contains a complete and accurate list and summary description of all Marks.

(ii) All Marks that have been registered with the United States Patent and Trademark Office, are currently in compliance with all formal legal requirements (including, as due and applicable, the timely post-registration filing of affidavits of use and incontestability and renewal applications), are not subject to any filing requirements falling due within ninety (90) days after the Closing Date, and to the Knowledge of Seller are valid and enforceable.

(iii) No Mark is now involved in any opposition, invalidation or cancellation proceeding and, to Seller’s Knowledge, no such action is threatened with respect to any of the Marks.

(iv) To Seller’s Knowledge, there is no potentially interfering trademark or trademark application of any other person.

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(v) To Seller’s Knowledge, no Mark is infringed or has been challenged or threatened as infringing or invalid. To Seller’s Knowledge, none of the Marks used by Seller infringes or has been alleged to infringe any trade name, trademark or service mark of any other person.

(f)(i) Schedule 4.12(f)(i) contains a complete and accurate list and summary description of all registered Copyrights material to the conduct of the Business.

(ii) All of the registered Copyrights are currently in compliance with formal legal requirements and, to the Knowledge of Seller, are valid and enforceable.

(iii) To the Seller’s Knowledge, no Copyright is infringed or has been challenged in any way. To the Seller’s Knowledge, none of the Copyrights infringes or has been alleged to infringe any copyright of any third party.

(g)(i) With respect to each Trade Secret, upon Closing Seller shall convey to Purchaser all written records and documents in its possession that describe the Trade Secrets used in and material to its conduct of the Business.

(ii) Seller believes it has taken reasonable precautions to protect the secrecy and confidentiality of the Trade Secrets, including but not limited to having employees sign written confidentiality agreements.

(iii) To Seller’s Knowledge, it is the owner of the Trade Secrets, the Trade Secrets are not part of the public knowledge or literature, and the Trade Secrets have not been used, divulged to or appropriated by any person (other than Seller and its employees or third parties subject to reasonable confidentiality obligations). To the Seller’s Knowledge, no Trade Secret is subject to any adverse claim or has been challenged in any way or infringes any intellectual property right of any other Person.

(h) (i) Schedule 4.12(h) contains a complete and accurate list and summary description of all Net Names.

(ii) As of Closing, all Net Names will be registered in the name of Seller and are in compliance with all formal legal requirements.

(iii) No Net Name has been or is now involved in any dispute, opposition, invalidation or cancellation Proceeding and, to Seller’s Knowledge, no such action is threatened with respect to any Net Name.

(iv) To Seller’s Knowledge, there is no domain name application pending of any other person which would or would potentially interfere with or infringe any Net Name.

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