TRANSITION SERVICES AGREEMENT

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EXHIBIT 10.4

EXECUTION COPY

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT, is dated as of, and effective as of,

February 22, 2005 (this "Agreement"), and is by and between SENTIGEN HOLDING

CORPORATION, a Delaware corporation ("Sentigen"), and CELL & MOLECULAR

TECHNOLOGIES, INC., a Delaware corporation ("CMT", and together with Sentigen,

collectively, the "Sellers"), and CHEMICON SPECIALTY MEDIA, INC., a Delaware

corporation ("CSM"), CHEMICON INTERNATIONAL, INC., a California corporation

("Chemicon"), and SEROLOGICALS CORPORATION, a Delaware corporation

("Serologicals", and together with CSM and Chemicon, collectively, the "Buyers")

(collectively, the "Parties").

RECITALS

WHEREAS, pursuant to an Asset Purchase Agreement, dated the date hereof

(the "Purchase Agreement"), by and among Sellers and Buyers, CSM has purchased

from CMT and CMT has sold to CSM, all of the assets comprising or used in the

operations of the Specialty Media Division (the "Division") of CMT; and

WHEREAS, in order to provide for an efficient and orderly transition of

the ownership and management of the business of the Division, Sellers have

agreed to enter this Agreement to provide certain transition services after the

Closing to Buyers on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements

herein expressed and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Parties hereto agree as

follows:

ARTICLE I

CONSTRUCTION

Section 1.1. Definitions and Interpretation. Capitalized terms used but

not otherwise defined in this Agreement shall have the meanings ascribed to such

terms in the Purchase Agreement. All references to Articles and Sections shall

be deemed to be references to Articles and Sections of this Agreement unless the

context shall otherwise require. The headings of the Articles and Sections are

included for convenience of reference only and are not intended to be part of or

to affect the meaning or interpretation of this Agreement. Any reference in this

Agreement to a "day" or a number of "days" (without the explicit qualification

of "business") shall be interpreted as a reference to a calendar day or number

of calendar days. The definitions

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of terms defined herein shall apply equally to both singular and plural forms of

the defined terms.

ARTICLE II

TRANSITION SERVICES

Section 2.1 In General. During the period beginning on the Closing Date

and ending at the close of business on June 30, 2005, subject to such extensions

as may be mutually agreed to by the parties in writing and subject to the right

of the Buyers to terminate the obligation of the Sellers hereunder as provided

below (the "Transition Period"), the Sellers agree to furnish, or to cause their

respective affiliates to furnish, to the Buyers the services specified in the

following subsections of this Article II and such other services as the Parties

shall mutually agree are necessary to effect an orderly transition of the

ownership of the business of the Division from the Sellers to Buyers (referred

to herein collectively as the "Transition Services"). During the Transition

Period, the Sellers agree to furnish, or to cause their respective affiliates to

furnish, the services of such persons whose services shall be reasonably

necessary to provide the Transition Services (the "Transition Employees"). The

Transition Employees shall be available to provide Transition Services for

Buyers but shall not be required to devote their full time and attention to the

Transition Services. The work schedule of the Transition Employees shall be as

mutually agreed upon by the parties. The Buyers shall be permitted, upon the

provision of not less than 30 days' notice to the Sellers, to instruct the

Sellers to cease providing some or all of the Transition Services.

Section 2.2. Management Information and Telecommunications Services.

During the Transition Period, the Sellers (i) shall permit the Division's

information technology equipment to remain connected to the Sellers' internal

computer network and shall provide network helpdesk and support sufficient to

ensure the operation of such equipment and such network on the same basis as the

Sellers' equipment and network operate; (ii) shall provide the Division with

access to Microsoft Outlook, Microsoft Word, Microsoft Excel and Microsoft

PowerPoint to the extent permitted by the Sellers' licenses with Microsoft

Corporation; (iii) shall provide the Division and the Buyers with access to the

Sellers' MAS 200 accounting software to the extent permitted by the Sellers'

licenses with Best Software, Inc.; (iv) shall permit the Division's

telecommunications equipment to remain connected to the Sellers' telephone

switch; and (v) shall provide local and long distance telephone service and

internet access to the Division to the extent permitted by the terms of the

Sellers' existing agreements with its service providers. If the provision of any

management information or telecommunications service to be provided by the

Sellers would infringe or violate a license, royalty agreement, or other

agreement or arrangement to which either Seller is a party, then the Sellers

shall provide Buyers with notice of said potential infringement or violation (a

"MIS Violation Notice"). Within ten days following receipt of a MIS Violation

Notice, the Sellers shall cease providing the management information service

that was subject to the MIS Violation Notice.

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Section 2.3. Accounting. During the Transition Period, the Sellers shall,

or shall cause their respective affiliates to, provide the following accounting

services to the Buyers with respect to the Division: (i) generating invoices to

customers; (ii) mailing invoices; (iii) receiving cash payments and remitting

such cash payments in accordance with Buyers' instructions; (iv) overseeing

accounts payable administration; (v) issuing to vendors checks drawn off Buyers'

accounts; (vi) recording the acquisition or disposition of fixed assets; and

(vii) assisting with the transfer of all accounting data recorded by the Sellers

to the Buyers' financial system. With respect to the accounting Transition

Services described in clause (vii) of the preceding sentence, the Sellers shall

provide batch posting reports with respect to all accounting data recorded by

the Sellers in Microsoft Excel format. The accounting Transition Services

provided pursuant to this Section 2.3 will be supervised by the Sellers' senior

accounting management. The accounting Transition Services shall not include the

following: (i) general ledger creation or maintenance; (ii) financial statement

preparation; (iii) credit analysis; or (iv) tax reporting, preparation,

compliance or planning.

Section 2.4. Document Management. During the Transition Period, the

Sellers agree to assist the Buyers to identify and to retrieve any of the

Division's historical business records that have been co-mingled with the

Sellers' historical business records.

ARTICLE III

PAYMENT FOR TRANSITION SERVICES

Section 3.1. Pricing. The Buyers shall pay to Sellers for the Transition

Services a fee for the Transition Services in accordance with the fo