AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8 , 1999
REGISTRATION NO. - 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CHESAPEAKE BIOLOGICAL LABORATORIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MARYLAND 52-1176514
(STATE OF INCORPORATION) I.R.S. EMPLOYER IDENTIFICATION NO.)

1111 SOUTH PACA ST.
BALTIMORE, MD 21230-2591
(410) 843-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

THOMAS P. RICE
PRESIDENT, CHIEF EXECUTIVE OFFICER
1111 SOUTH PACA ST.
BALTIMORE, MD 21230-2591
(410) 843-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS SENT TO
THE AGENT FOR SERVICE, SHOULD BE SENT TO:

RICHARD C. TILGHMAN, JR., ESQUIRE
PIPER & MARBURY L.L.P.
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201
(410) 539-2530

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT
TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX: / /

IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: / X /

IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT
TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST
THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING: / /

IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C) UNDER
THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING: / /

IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX: / /

CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
TITLE OF SHARES TO BE REGISTERED PROPOSED MAXIMUM AGGREGATE OFFERING PRICE AMOUNT OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------

COMMON STOCK, $.01 PAR VALUE $3,464,377.59 $963.10
- ------------------------------------------------------------------------------------------------------------------------------

(1) CALCULATED IN ACCORDANCE WITH RULE 457(O) OF THE SECURITIES ACT OF 1933, AS
AMENDED.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

PROSPECTUS SUBJECT TO COMPLETION
SEPTEMBER 8, 1999

1,385,751 SHARES

CHESAPEAKE BIOLOGICAL LABORATORIES, INC.

COMMON STOCK

-----------

The 1,385,751 shares of Common Stock of Chesapeake Biological
Laboratories, Inc. ("CBL" or "the Company") covered by this Prospectus are
outstanding shares that may be offered and sold by the stockholders named
herein. They included 1,034,051 shares of Common Stock issuable upon conversion
of outstanding shares of preferred stock, 225,000 shares of now outstanding
Common Stock and 126,700 shares of Common Stock issuable upon exercise of
outstanding warrants. Except for the exercise price payable on exercise of the
outstanding warrants, CBL will not receive any proceeds from the sale of shares
by the Selling Stockholders.

The Common Stock is quoted on the Nasdaq National Market under the
symbol "CBLI." On September 1, 1999, the last sale price for the Common Stock as
reported on the Nasdaq Stock Market was $2.50 per share.

The Selling Stockholders may sell shares of the Common Stock offered
hereby in transactions on the Nasdaq Stock Market, in privately-negotiated
transactions or otherwise, in each case at negotiated prices. The brokers or
dealers through or to whom the shares of Common Stock covered hereby may be sold
may be deemed "underwriters" within the meaning of the Securities Act of 1933,
in which event all brokerage commissions or discounts and other compensation
received by such brokers or dealers may be deemed underwriting compensation.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this Prospectus is _____________ , 1999.

To be inserted vertically on previous page in margin: [The information in this
prospectus is not complete and may be changed. We may not sell these securities
until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is prohibited.]

-2-

AVAILABLE INFORMATION

CBL is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by CBL with the Commission, including the reports and other
information incorporated by reference into this Prospectus, can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at its regional offices located
at 7 World Trade Center, 13th Floor, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material can also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at rates
prescribed by the Commission or from the Commission's Internet web site at
http:\\www.sec.gov. The Common Stock of CBL is quoted on the Nasdaq National
Market. Reports, proxy statements and other information concerning CBL can be
inspected at the offices of the Nasdaq Stock Market, 1735 K Street, Washington,
D.C. 20006. This Prospectus does not contain all the information set forth in
the Registration Statement of which this Prospectus is a part and exhibits
relating thereto which CBL has filed with the Commission. Copies of the
information and exhibits are on file at the offices of the Commission and may be
obtained, upon payment of the fees prescribed by the Commission, may be examined
without charge at the offices of the Commission or through the Commission's
Internet web site.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by CBL with the Commission (File No.
001-12748) pursuant to the 1934 Act are incorporated herein by reference:

(i) Annual Report on Form 10-K for the year ended March 31, 1999;

(ii) Report on Form 8-K filed with the SEC on May 25, 1999.

(iii) Quarterly Report on Form 10-Q for the quarter ended June 30,
1999.

(iv) the description of Common Stock contained in Item 9 of CBL's
Registration Statement S-2, filed April 27, 1997 with the Commission under the
1933 Act.

(v) all other documents filed by CBL pursuant to Sections 13(a), 13(c),
14 or 15(d) of the 1934 Act subsequent to the date of filing of the Registration
Statement of which this Prospectus is a part and prior to the termination of the
offering made hereby.

CBL will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon the request of any such person, a copy of any or
all of the documents which have been incorporated herein by reference, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests for such documents
should be directed to Chesapeake Biological Laboratories, Inc., 1111 South Paca
Street, Baltimore, Maryland 21230, Attention: Chief Financial Officer,
telephone: (410) 843-5000.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

-3-

THE COMPANY

Chesapeake Biological Laboratories, Inc. ("CBL" or the "Company") is an
established provider of pharmaceutical and biopharmaceutical product development
and production services for parenteral and other sterile products. The Company
serves a broad range of customers, from major international pharmaceutical firms
to emerging biotechnology companies. Since 1990, the Company has provided
services on a contract basis to more than 100 pharmaceutical and biotechnology
companies and has contributed to the development and production of more than 100
therapeutic products. Customers contract with the Company to produce development
stage products for use in U.S. Food and Drug Administration ("FDA") required
toxicology studies, clinical trials and to produce and manufacture FDA approved
products for commercial sale.

The Company has particular experience and expertise in providing
product development services and producing sterile, process-sensitive
biopharmaceutical parenteral products. Biopharmaceutical products are derived
from biological materials and typically involve larger, more complex molecules
than traditional pharmaceutical products, which generally are based upon
smaller, more stable, synthetic organic molecules. The complexity, inherent
instability and process-sensitivity of biopharmaceutical products require the
application of specialized technology and expertise in their development,
production and analysis.

The specialized development services provided by the Company include
research and development on sterile product formulations; test method
development and validation; process design and manufacturing validations;
regulatory and compliance consulting; preparation of clinical trail and
toxicology materials; container-closure system design; and, accelerated and
ongoing stability studies.

In June 1996, the Company received ISO (International Organization for
Standardization) 9001 certification, demonstrating CBL's conformance with the
established international quality management standards for product design,
development, production, inspection and testing. CBL believes that ISO 9001
certification has been a positive factor in attracting domestic and
international customers.

The Company's objective is to accelerate its growth and profitability
by expanding its share of the market for parenteral product development and
production services for the pharmaceutical and biotechnology industries. CBL's
strategy to achieve this objective is to capitalize on outsourcing trends in
those industries by increasing its development and production capabilities. The
Company renovated a 70,000 square foot building purchased in November 1996 into
a sterile pharmaceutical production facility. The pharmaceutical production
operation was mechanically completed in December 1997. The FDA initial general
facility inspection was completed in July 1998.

CBL believes its established experience and expertise, ISO 9001
certification, plus the increase in capacity provided by the new facility and
ability to offer a broad range of drug development and production services, will
enable it to provide competitive, cost-effective contract services to the
pharmaceutical and biopharmaceutical industries.

The Company also refers you to its Annual Report on Form 10-K for the
year ended March 31, 1999 filed June 29, 1999, specifically to Item 1
("Business"), which describes various risks related to the Company's business
and growth plans under the headings: "Expand Production and Development Services
Capabilities; Outsourcing Trend/Sales Marketing; Focus on Development of
Customers' Products; and Contracts and Customers."

We have made statements in our Annual Report on Form 10-K, this
Prospectus and in documents that are incorporated by reference into this
Prospectus that constitute forward-looking statements, as that term is defined
in the Private Securities Litigation Reform Act of 1995. These statements are
subject to risks and uncertainties. These forward-looking statements generally
are accompanied by words such as "intend," "anticipate," "believe," "estimate,"
"expect," "should," or similar expressions. You should understand that these
forward-looking statements are subject to a number of assumptions, risks and
uncertainties that could cause our actual results to differ materially from
those expressed or implied in the forward-looking statements. Important factors
that could cause actual results to differ materially from the estimates or
projections we make in forward-looking statements include those described in
"Risk Factors."

CBL's principal executive offices are located at 1111 South Paca
Street, Baltimore, Maryland 21230, and its telephone number is: (410) 843-5000.

-4-

USE OF PROCEEDS

All of the proceeds from the sale of the shares of CBL's Common Stock
offered hereby will be received by the Selling Stockholders. While CBL will
receive none of the proceeds from the sale of the shares of Common Stock offered
hereby, the Company will receive cash upon any exercise of the outstanding
warrants referred to herein.

SELLING STOCKHOLDERS

The following table sets forth information regarding the beneficial
ownership of CBL's Common Stock by the Selling Stockholders, the maximum number
of shares of Common Stock to be sold by each Selling Stockholder hereby, and the
beneficial ownership of CBL's Common Stock by each of the Selling Stockholders
after this offering, assuming that all shares of Preferred Stock are converted
to Common Stock, all warrants are exercised and all shares of Common Stock
offered hereby are sold.

Several of the selling stock holders are affiliated with CBL. Their
names and relationships with CBL are as follows: Thomas P. Rice - President and
Chief Executive Officer of CBL and a member of the Board of Directors; Harvey L.
Miller, Regis F. Burke - members of the Board of Directors; and Narlin B. Beaty
- - Chief Technical Officer and a member of the Board of Directors.

Shares Beneficially Shares Beneficially
Owned Before Shares Owned After
Offering Offered Offering
- ------------------------------------------------------------------------------------------------------------------------
Name of Holder Number Percent
- ------------------------------------------------------------------------------------------------------------------------

Corporate Opportunities Fund, L.P.(1) 945,885 147,427 - *
c/o James C. Gale, Investment Manager...............

Corporate Opportunities Fund (Institutional), L.P.(1) 945,885 798,458 - *
c/o James C. Gale, Investment Manager...............

Howard & Phyllis J. Silverman, JTWROS(1)............. 69,933 69,933 - *

LAB Partners(1)
c/o Lillian Hahn, Managing Partner ................. 69,933 69,933 - *

Thomas P. Rice, President and CEO(2)
Chesapeake Biological Laboratories, Inc............. 162,500 42,500 120,000 1.8%

Harvey L. Miller, Director(2)....................... 102,500 42,500 60,000 *

Regis F. Burke, Director(2)......................... 73,200 42,500 30,700 *

Michael A. Besche(2)................................ 42,500 12,500 - *

A.C. Besche Foundation(2)........................... 10,000 10,000 - *

Virginia B. Besche Trust(2)......................... 20,000 20,000 - *

G. Grayson Boyce(2)................................. 42,500 42,500 - *

Narlin B. Beaty,(2)
Chief Technical Officer and Director ............... 167,791 12,500 155,291 2.4%

First Union National Bank(3)
c/o J. David Linthicum.............................. 75,000 75,000 - *

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

-5-

1. Pursuant to the Preferred Stock Purchase Agreement, dated as of May 20, 1999,
by and among CBL, on the one hand, and Corporate Opportunities Fund, L.P.,
Corporate Opportunities Fund (institutional), L.P , Howard & Phyllis J.
Silverman and LAB Partners, on the other hand, CBL sold shares of its
Convertible Preferred Stock to those four entities. CBL granted warrants to
Corporate Opportunities Fund, L.P., Corporate Opportunities Fund
(institutional), L.P , Howard & Phyllis J. Silverman and LAB Partners to
purchase an aggregate of 51,700 shares of Common Stock.

2. Pursuant to the Common Stock Purchase Agreement, dated as of April 8, 1999,
by and among CBL, on the one hand, and Thomas P. Rice, Harvey L. Miller, Regis
F. Burke, Michael A. Besche, G. Grayson Boyce, A.C. Besche Foundation, Virginia
B. Besche Trust and Narlin B. Beaty, on the other, CBL sold an aggregate of
225,000 shares of Common Stock.

3. CBL granted a warrant to First Union National Bank to purchase 75,000 shares
of Common Stock in connection with the modification of the loan agreements
between First Union National Bank and CBL.

-6-

PLAN OF DISTRIBUTION

CBL's Common Stock is quoted on the Nasdaq National Market under the
symbol "CBLI." The shares covered by this Prospectus (the "Shares") may be sold
from time to time by one or more of the Selling Stockholders (or their pledgees,
donees, transferees or other successors in interest) directly or through
broker-dealers or underwriters who may act solely as agents or who may acquire
the Shares as principals. In connection with any sales of the Shares hereunder,
the Selling Stockholders and any broker-dealers participating such sales may be
deemed to be "underwriters" within the meaning of the Securities Act. The
distribution of the Shares hereunder by the Selling Stockholders may be effected
in one or more transactions that may take place on the Nasdaq National Market or
otherwise, including block trades or ordinary brokers' transactions, or through
privately negotiated transactions, through an underwritten public offering, or
through a combination of any such methods of sale, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or specially negotiated brokerage fees or
commissions may be paid by the Selling Stockholders in connection with such
sales. From time to time, one or more of the Selling Stockholders may engage in
short sales, short sales against the box, puts and calls and other transactions
in securities of CBL or derivatives thereof, and they may sell and deliver the
Shares in connection therewith or in settlement of securities loans. From time
to time, one or more of the Selling Stockholders may pledge their Shares
pursuant to the margin provisions of their customer agreements with their
respective brokers. Upon any default by a Selling Stockholder, the broker may
offer and sell the pledged shares from time to time. CBL will not bear any
commissions or discounts paid or allowed by any of the Selling Stockholders to
underwriters, dealers, brokers or agents.

To the extent required, the specific Shares to be sold, purchase price,
public offering price, the names of any such agent, dealer or underwriter and
any applicable commission or discount with respect to a particular offering may
be set forth in an accompanying Prospectus Supplement. CBL has agreed to bear
the cost of preparing the Registration Statement of which Prospectus is a part
and all filing fees and legal and accounting expenses in connection with
registration of the Shares offered by the Selling Stockholders hereby under
federal and state securities laws.

Pursuant to the Registration Rights Agreements entered into by and
among CBL and all Selling Stockholders except First Union National Bank, CBL has
agreed to indemnify those Selling Stockholders against various liabilities,
including any liability under the Securities Act.

LEGAL MATTERS

The legality of the Shares offered hereby has been passed upon for CBL
by Piper & Marbury L.L.P., Baltimore, Maryland.

EXPERTS

The consolidated financial statements of Chesapeake Biological Laboratories,
Inc. at March 31, 1999 and 1998 and for each of the three years in the period
ended March 31, 1999, incorporated by reference in this Prospectus and
Registration Statement, have been audited by Arthur Andersen, LLP, independent
public accountants, as indicated in their reports thereon incorporated herein by
reference. Such consolidated financial statements have been incorporated herein
by reference in reliance upon the authority of said firm as experts in giving
said reports.

-7-

- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------

No person has been authorized by CBL to give any 1,385,751 SHARES
information or to make any representations other than
those contained in this Prospectus in connection with the
offer contained in this Prospectus, and if given or made,
such information or representations may not be relied CHESAPEAKE BIOLOGICAL LABORATORIES, INC.
upon as having been authorized by CBL. This Prospectus
does not constitute an offer to sell or a solicitation of
an offer to buy any of the securities in any jurisdiction COMMON STOCK
in which such offer or solicitation is not authorized, or
in which the person making such offer or solicitation is
not qualified to do so, or to any person to whom it is
unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder
shall create an implication that there has been no change
in the affairs of CBL since the date hereof.
PROSPECTUS

- -----------------------------

TABLE OF CONTENTS

PAGE
----

Available Information.........................3
Incorporation of Certain
Documents by Reference........................3
The Company...................................4
Use of Proceeds...............................5 SEPTEMBER 8 1999
Selling Stockholders..........................5
Plan of Distribution..........................7
Legal Matters.................................7
Experts.......................................7

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses in connection with this
Registration Statement. CBL will pay all expenses of the offering. All of such
expenses are estimates, other than the filing fees payable to the Securities and
Exchange Commission.

Filing Fee-Securities and Exchange Commission.......................... $963.10
Nasdaq National Market Listing Fees.................................... 17,500.00
Fees and Expenses of Counsel........................................... 2,500.00
Miscellaneous Expenses................................................. 3,036.90
---------
TOTAL.................................................................. $24,000.00
----------
----------

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

CBL's Charter provides that, to the fullest extent that limitations on
the liability of directors and officers are permitted by the Maryland General
Corporation Law, no director or officer of CBL shall have any liability to CBL
or its stockholders for monetary damages. The Maryland General Corporation Law
provides that a corporation's charter may include a provision which restricts or
limits the liability of its directors or officers to the corporation or its
stockholders for money damages except: (1) to the extent that it is provided
that the person actually received an improper benefit or profit in money,
property or services, for the amount of the benefit or profit in money, property
or services actually received, or (2) to the extent that a judgment or other
final adjudication adverse to the person is entered in a proceeding based on a
finding in the proceeding that the person's action, or failure to act, was the
result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding. CBL's Charter and By-laws provide that CBL
shall indemnify and advance expenses to its currently acting and its former
directors to the fullest extent permitted by the Maryland General Corporation
Law and that CBL shall indemnify and advance expenses to its officers to the
same extent as its directors and to such further extent as is consistent with
law.

The Charter and By-laws provide that CBL will indemnify its directors
and officers and may indemnify employees or agents of CBL to the fullest extent
permitted by law against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with CBL. In
addition, CBL's Charter provides that its directors and officers will not be
liable to stockholders for money damages, except in limited instances. However,
nothing in the Charter or By-laws of CBL protects or indemnifies a director,
officer, employee or agent against any liability to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office. To the
extent that a director has been successful in defense of any proceeding, the
Maryland General Corporation Law provides that he shall be indemnified against
reasonable expenses incurred in connection therewith.

-1-

ITEM 16. EXHIBITS.

EXHIBIT NO. DESCRIPTION

3.1 Articles of Amendment and Restatement of the Charter*

3.2 Articles Supplementary to the Articles of Amendment and
Restatement of the Charter

3.3 Amended and Restated By-Laws dated December 31, 1994**

4.2 Preferred Stock Purchase Agreement dated as of May 20, 1999, by
and among CBL and Corporate Opportunities Fund, L.P., Corporate
Opportunities Fund (Institutional), L.P. Howard & Phyllis J
Silverman, JTWROS, and LAB Partners.***

4.3 Common Stock Warrant dated as of May 20, 1999 issued by CBL to
Corporate Opportunities Fund, L.P.***

4.4 Common Stock Warrant dated as of May 20, 1999 issued by CBL to
Corporate Opportunities Fund (Institutional), L.P.***

4.5 Common Stock Warrant dated as of May 20, 1999 issued by CBL to
Howard & Phyllis Silverman, JTWROS.***

4.6 Common Stock Warrant dated as of May 20, 1999 issued by CBL to
LAB Partners.***

4.7 Common Stock Purchase Agreement dated as of April 8, 1999 by and
among CBL and Thomas P. Rice, Harvey L. Miller, Regis F. Burke,
Michael A. Besche, A.C. Besche Foundation, Virginia B. Besche
Trust, G. Grayson Boyce, and Narlin B. Beaty.***

4.8 Common Stock Warrant, dated as of June 11, 1999, between CBL and
First Union National Bank.

4.9 Registration Rights Agreement dated as of May 20, 1999 by and
among CBL and Corporate Opportunities Fund, L.P., Corporate
Opportunities Fund (Institutional), L.P. Howard & Phyllis J
Silverman, JTWROS, and LAB Partners.***

4.10 Registration Rights Agreement dated as of April 8, 1999 by and
among CBL and Thomas P. Rice, Harvey L. Miller, Regis F. Burke,
Michael A. Besche, A.C. Besche Foundation, Virginia B. Besche
Trust, G. Grayson Boyce, and Narlin B. Beaty.***

5.1 Opinion of Piper & Marbury L.L.P.

23.1 Consent of Arthur Andersen, LLP

23.5 Consent of Piper & Marbury L.L.P. (contained in Exhibit 5.1)

24.1 Powers of Attorney (included on signature page)

* Incorporated by reference from the Registrant's Registration Statement
on Form S-2 (No. 333-25903).
** Incorporated by reference from CBL's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 1994.
*** Incorporated by reference from CBL's Current Report on Form 8-K filed
May 25, 1999.

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

-2-

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suite or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(d) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by
reference in the registration statement.

(2) That for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement or Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in Baltimore, Maryland, on this 8th day of September, 1999.

CHESAPEAKE BIOLOGICAL LABORATORIES, INC.

By /s/ THOMAS P. RICE
--------------------
/s/ JOHN T. JANSSEN
--------------------

Know all men by these presents, that each person whose signature
appears below constitutes and appoints Thomas P. Rice and John T. Janssen (with
full power to each of them to act alone) as his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, place and
stead in any and all capacities to sign any or all amendments or post-effective
amendments to this Registration Statement, including post-effective amendments
filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, to sign any and all
applications, registration statements, notices or other document necessary or
advisable to comply with the applicable state securities laws, and to file the
same, together with all other documents in connection therewith, with the
appropriate state securities authorities, granting unto said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ THOMAS P. RICE President and Chief Executive Officer and Director September 8, 1999
- -------------------
Thomas P. Rice

/s/ JOHN T. JANSSEN Chief Financial Officer and Treasurer September 8, 1999
- --------------------
John T. Janssen

/s/ NARLIN B. BEATY, PH.D Chief Technical Officer and Director September 8, 1999
- --------------------------
Narlin B. Beaty, Ph.D

/s/ ROBERT J. MELLO, PH.D Secretary September 8, 1999
- --------------------------
Robert J. Mello

/s/ HARVEY L. MILLER Director September 8, 1999
- ---------------------
Harvey L. Miller

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