Fulltime Equivalents Agreement for Services



 Exhibit 10.6 
 PROCUREMENT AGREEMENT NO.              
 EFFECTIVE DATE:              
  

  
 FULLTIME EQUIVALENTS AGREEMENT FOR SERVICES 
  
 Dated as of 1 October 2006 
 By and Between 
 MERCK &
CO., INC. 
 And 
 WUXI
PHARMATECH CO., LTD. 
  


			
	FTE Agreement	 	NAME
	Last Revision Date NEW	 	

 PROPRIETARY INFORMATION 
 Not for use or disclosure outside Merck & Co., Inc., except under written agreement 
  

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 PROCUREMENT AGREEMENT NO. 7458 
 EFFECTIVE DATE: 06-February-2006 
  

 Table of Contents 
  

					
	1.0	  	DEFINITIONS	  	3
	2.0	  	SCOPE OF FTE AGREEMENT	  	6
	3.0	  	DETAIL OF SERVICES	  	7
	4.0	  	SUPPLY AND TRANSFER OF MATERIAL	  	
	5.0	  	EXCESS QUANTITIES OF COMPOUND; COMPOUND NOT MEETING REQUIREMENTS; DISPOSITION OF COMPOUND IN THE EVENT OF TERMINATION	  	8
	6.0	  	FEE, INVOICES, AND PAYMENTS	  	8
	7.0	  	PROJECT MANAGEMENT	  	9
	8.0	  	TECHNICAL/SAFETY INFORMATION	  	10
	9.0	  	MERCK SUPERVISION	  	10
	10.0	  	REPRESENTATIONS, WARRANTIES AND COVENANTS	  	11
	11.0	  	USE OF ANIMALS	  	12
	12.0	  	QUALITY	  	
	13.0	  	INDEMNIFICATION	  	15
	14.0	  	DELIVERY	  	16
	15.0	  	INVENTIONS	  	16
	16.0	  	COMPLIANCE WITH LAW	  	17
	17.0	  	AGREEMENT TERM	  	17
	18.0	  	TERMINATION	  	17
	19.0	  	INSURANCE	  	19
	20.0	  	GOVERNING LAW	  	19
	21.0	  	ARBITRATION	  	19
	22.0	  	NON-EXCLUSIVITY	  	20
	23.0	  	AUDIT RIGHTS	  	20
	24.0	  	ETHICS/CONFLICT OF INTEREST	  	20
	25.0	  	FIDUCIARY RESPONSIBILITY	  	21
	26.0	  	INDEPENDENT CONTRACTOR	  	21
	27.0	  	NOTICES	  	21
	28.0	  	FORCE MAJEURE	  	22
	29.0	  	PUBLICITY/USE OF NAMES	  	22
	30.0	  	ASSIGNMENT	  	22
	31.0	  	ENTIRE AGREEMENT/AMENDMENTS	  	22
	32.0	  	SUCCESSORS AND ASSIGNS	  	23
	33.0	  	SURVIVAL OF CERTAIN PROVISIONS	  	23
	34.0	  	SEVERABILITY	  	23
	35.0	  	HEADINGS; ATTACHMENTS AND EXHIBITS	  	23
	36.0	  	NON-WAIVER	  	23
	37.0	  	FURTHER ASSURANCES	  	23
	38.0	  	COUNTERPARTS	  	24
	39.0	  	CUMULATIVE REMEDIES	  	24
	40.0	  	U.N. CONVENTION ON INTERNATIONAL SALE OF GOODS	  	24
	41.0	  	ENGLISH LANGUAGE	  	24
	42.0	  	REVIEW BY LEGAL COUNSEL	  	24

  

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 FULL TIME EQUIVALENTS AGREEMENT FOR SERVICES 
 This FULL TIME EQUIVALENTS (“FTE”) AGREEMENT FOR SERVICES (this “AGREEMENT”), dated as of 1 October 2006 (the “EFFECTIVE DATE”), by
and between MERCK & Co., Inc., a New Jersey corporation (“MERCK”), with offices at One MERCK Drive, Whitehouse Station, NJ 08889-0100 and WuXi PharmaTech Co., Ltd., a Chinese corporation (WXPT), with offices at No. 1
Building, 288 Fu Te ZhongLu, WaiGaoQiao Free Trade Zone, Shanghai, P.R. China (“PRC”). 
 WHEREAS, MERCK has or may disclose KNOW-HOW (as defined
below) to WXPT to enable WXPT to render SERVICES 
 WHEREAS, MERCK wishes WXPT to provide the SERVICES (as hereinafter defined) in accordance with the terms
and conditions set forth in this AGREEMENT; and 
 WHEREAS, WXPT is willing to provide the SERVICES in accordance with the terms and conditions set forth in
this AGREEMENT; and 
 WHEREAS the primary method of payment for the SERVICES will be the utilization of the Full Time Equivalent (“FTE”) hours
purchased under this AGREEMENT 
 NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as
follows: 
  

	1.0	DEFINITIONS 

 THE FOLLOWING TERMS AS USED IN THIS AGREEMENT SHALL
HAVE THE MEANINGS SET FORTH IN THIS SECTION: 
  

	1.1	The term “AFFILIATE” means (1) any corporation or business entity of which fifty percent (50%) or more of the voting stock or voting equity interests of which
are owned directly or indirectly by a party; or (2) any corporation or business entity which directly or indirectly owns fifty percent (50%) or more of the voting stock or voting equity interests of a party; or (3) any corporation or
business entity directly or indirectly controlling or under control of a corporation or business entity as described in (1) or (2). MERCK AFFILIATES may participate in this AGREEMENT upon notification to WXPT of their AGREEMENT to be bound
by the terms and conditions hereof; provided that any majority-owned subsidiary of MERCK may participate in this AGREEMENT without such notification. 

  

	1.2	The term “AGENCY” means any applicable local, national or supranational government regulatory authority involved in granting approvals for the manufacture of


  

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 COMPOUNDS or the performance of SERVICES contemplated under this AGREEMENT. 
  

	1.3	The term “AGREEMENT” shall mean this FTE AGREEMENT between MERCK and WXPT. 

  

	1.4	The term “ANIMALS” shall mean those ANIMALS, including but not limited to, * to be utilized by WXPT in performing the SERVICES pursuant to an ORDER.


  

	1.5	The term “ANNUAL FTE” shall mean the total amount of FTE HOURS over a 12 month period for each FTE EMPLOYEE. For the avoidance of doubt, the ANNUAL FTE shall be *. The FTE
HOURS used to perform the SERVICES shall be drawn down from the ANNUAL FTE HOURS purchased under this AGREEMENT. 

 The term
“ANNUAL FTE HOURS” shall mean the number that is the product of the ANNUAL FTEs multiplied by the total number of FTE EMPLOYEES used to perform the SERVICES. The ANNUAL FTE HOURS for the TERM shall be set forth in Attachment III.

  

	1.6	The term “ANNUAL FTE RATE” shall mean the amount MERCK shall pay WXPT, as described in detail in Attachment III, over a 12-month period during the TERM to support one
(1) FTE EMPLOYEE or such other rate as agreed by the parties in writing from time to time. 

  

	1.7	The term “cGMPs” means all laws and regulations relating to the MANUFACTURING of COMPOUND(s) (if the relevant COMPOUND SCHEDULE or WORK ORDER specifically identifies that
cGMPs are applicable), including but not limited to the current Good Manufacturing Practices as specified in the United States Code of Federal Regulations, the EU Good Manufacturing Guidelines, Q7A Good Manufacturing Practice Guidance for Active
Pharmaceutical Ingredients, and any other applicable laws, guidelines and/or regulations of PRC. 

  

	1.8	The term “CALENDAR QUARTER” shall mean each of the three consecutive calendar months ending March 31, June 30, September 30, and December 31.


  

	1.9	The term “COMPOUND” shall mean MERCK's proprietary organic compound prepared by WXPT pursuant to the terms of this AGREEMENT and will be detailed in the COMPOUND SCHEDULE
OR WORK ORDER. 

  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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	1.10	The term “COMPOUND SCHEDULE” shall mean the schedule that details COMPOUND to be MANUFACTURED under this AGREEMENT and is hereafter agreed to in writing by the parties.
The quantity of the COMPOUND required by MERCK shall be set forth in the COMPOUND SCHEDULE or WORK ORDER (as the case may be). The COMPOUND SCHEDULE shall also set forth the “MATERIALS”, if any, to be utilized in the MANUFACTURE of
COMPOUND, the SPECIFICATIONS for the COMPOUND, the place of MANUFACTURE of the COMPOUND and the date such COMPOUND is required. 

  

	1.11	The term “CONFIDENTIALITY AGREEMENT” means the CONFIDENTIALITY AGREEMENT, dated as of October 1, 2006, by and between the parties hereto, a copy of which is attached
hereto as ATTACHMENT I. 

  

	1.12	The term “DAMAGES” shall have the meaning set forth in Section 13; 

  

	1.13	The term “DELIVERY/DELIVER/DELIVERED” shall mean delivery of COMPOUND and/or final report to the site designated by MERCK. 

  

	1.14	The term “FACILITY” shall mean the WXPT's facility located at No. 1 Building, 288 Fu Te ZhongLu, WaiGaoQiao, Free Trade Zone, Shanghai, P. R. China or such other
FACILITY or premises as may be used or designated by WXPT for the purpose of performing the SERVICES subject to MERCK notification and approval. For the avoidance of doubt, the FACILITIES to be used during the TERM are set forth in Attachment
IV. 

  

	1.15	The term “FTE EMPLOYEE” shall mean the equivalent of a full-time scientist's work time in full working hours (at least forty (40) hours per week) over a 12-month
period (including vacations, sick days and holidays, but excluding weekends). The total number of FTE EMPLOYEES during the TERM shall be set forth in Attachment III. 

  

	1.16	The term “FTE HOURS” shall mean the working hours (at least eight (8) hours per day) of WXPT's FTE EMPLOYEE used to perform the SERVICES and shall be drawn down upon
use from the ANNUAL FTE HOURS. 

  

	1.17	The term “IMMEDIATE/IMMEDIATELY” means within twenty-four (24) hours of a working day. 

  

	1.18	The term “JOINT STEERING COMMITTEE” shall have the meaning set forth in Section 7. 

  

	1.19	The term “KNOW-HOW” shall mean information in any form that MERCK has determined to be necessary to perform SERVICES as may be disclosed to WXPT from time to time
(including the information contained in the COMPOUND SCHEDULES or 

  

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 WORK ORDERS issued under this AGREEMENT), as the same may be modified from time to time by MERCK in its
sole discretion and notified to WXPT in advance. 
  

	1.20	The term “MANUFACTURE” means all operations by WXPT in the receipt of MATERIALS and the production, packaging, labeling, warehousing, and quality control testing
(including, in-process, release and stability testing), release, shipping of the COMPOUND(s), and related controls. 

  

	1.21	The term “MATERIAL” means all quantities of compound or raw materials that are supplied by MERCK, purchased by WXPT from a third party or otherwise supplied by WXPT and
used by WXPT to MANUFACTURE the COMPOUND and/or perform SERVICES. 

  

	1.22	The term “ORDER” shall mean a purchase order, assignment order, or a task order issued by MERCK (or an AFFILIATE of MERCK) or any purchase contract entered into between
WXPT and MERCK (or an AFFILIATE of MERCK) issued for SERVICES. 

  

	1.23	The term “PRODUCT REPORT” shall have the meaning set forth in Section 10; 

  

	1.24	The term “SERVICES” shall mean the work to be performed by WXPT's FTE EMPLOYEES for the purpose of *. 

  

	1.25	The term “SERVICE RECORDS” shall have the meaning set forth in Section 12.5; 

  

	1.26	The term “SPECIFICATIONS” shall have the meaning set forth in any WORK ORDER or COMPOUND SCHEDULE; 

  

	1.27	The term STUDY REPORT shall have the meaning set forth in Section 1.24. 

  

	1.28	The term “TERM” shall be as defined in Section 17. 

  

	1.29	The term * shall be defined as * in the relevant field of * working experience at WXPT at the initiation of the Agreement and serving *. The years of working experience of * shall
be * at WXPT fro years * the Agreement, respectively. 

  

	1.30	The term “WORK ORDER” shall be as defined in Section 3.1 

  

	2.0	SCOPE OF FTE AGREEMENT 

  

	2.1	MERCK hereby appoints WXPT to render the SERVICES at the FACILITY, subject to the terms and conditions set forth herein. WXPT accepts such appointment to perform


  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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 the SERVICES and do such other acts as are herein authorized. WXPT may be furnished with MERCK KNOW-HOW
or MATERIALS which KNOW-HOW or MATERIALS shall be used exclusively to render SERVICES. All KNOW-HOW and MATERIALS provided by MERCK shall be the sole and exclusive property of MERCK. In addition to rendering the SERVICES, WXPT shall in compliance
with the provisions of this AGREEMENT, provide the FTE HOURS to MERCK using the FTE EMPLOYEES specified in the applicable ORDER. WXPT commits to provide the ANNUAL FTE HOURS, the agreed upon FTE EMPLOYEES and plant resources to enable rapid
implementation of SERVICES. The FTE HOURS may, in MERCK's sole determination, and unless otherwise indicated by MERCK on the applicable COMPOUND SCHEDULE or WORK ORDER shall be presumed, be utilized to pay for the SERVICES. 
  

	2.2	QUANTITY OF FTES: 

 Prior to the start of each CALENDAR
QUARTER of each CALENDAR YEAR, MERCK and WXPT will discuss the number of FTE HOURS, if any, to be purchased by MERCK in the upcoming CALENDAR QUARTER. Such FTE HOURS shall be utilized towards payment for the SERVICES. At the beginning of each
CALENDAR QUARTER, MERCK shall issue an ORDER for * of the ANNUAL FTE HOURS for the upcoming CALENDAR QUARTER. In the event that MERCK requests additional FTE HOURS resources beyond the quarterly commitment, WXPT will make commercially reasonable
efforts to accommodate MERCK's request at the agreed upon pro-rated ANNUAL FTE RATE. The additional FTE HOURS will be drawn down against the remaining ANNUAL FTE HOURS. In the event that MERCK exhausts the ANNUAL FTE HOURS prior to WXPT's completion
of SERVICES on a COMPOUND SCHEDULE OR WORK ORDER, WXPT shall complete such SERVICES and will charge MERCK the pro-rated ANNUAL FTE RATE for such additional FTE HOURS for the purpose of completion of SERVICES. 
  

	2.3	FTE CANDIDATES: 

 MERCK reserves the right to review the
curriculum vitae and approve the FTE EMPLOYEES who will provide SERVICES. If any proposed FTE EMPLOYEE does not meet MERCK's satisfaction then WXPT shall provide a replacement FTE EMPLOYEE(S) until MERCK is satisfied with all the FTE EMPLOYEES that
will be performing SERVICES. 
  

	2.4	FTE REQUIREMENTS: 

 All FTE EMPLOYEES who may perform
SERVICES must have skills in at least one of the following disciplines: *. For any given SERVICE, WXPT shall use FTE EMPLOYEES sufficiently qualified to perform that SERVICE. 
  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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	2.5	FTE EMPLOYEE EXPECTATIONS: 

 WXPT shall ensure: (i) by
CONFIDENTIALITY AGREEMENTS substantially similar to the CONFIDENTIALITY AGREEMENT between MERCK and WXPT, that all FTE EMPLOYEES and all other WXPT personnel, employees, and agents involved in the SERVICES shall comply with the confidentiality
provisions of the CONFIDENTIALITY AGREEMENT; and (ii) that each FTE EMPLOYEE that participates in the performance of the SERVICES is qualified by appropriate experience and qualifications to perform the SERVICES work assigned to such FTE
EMPLOYEE in a reasonable capable manner. If MERCK believes that any FTE EMPLOYEE working on the SERVICES is not meeting the foregoing requirements, then, MERCK shall be entitled to request the replacement of such FTE EMPLOYEE with another FTE
EMPLOYEE with appropriate experience and qualifications. 
  

	2.6	PROJECT MANAGEMENT: 

 The project team responsible for this
AGREEMENT shall be led by * in the area that is appropriate for the SERVICES provided hereunder. WXPT will maintain a ratio of * level technical personnel to * level technical personnel for all projects under this AGREEMENT. At a
minimum, project teams are required to be lead by *. 
  

	2.7	WXPT will ensure that all licenses and permits necessary to perform the SERVICES in PRC, including licenses necessary from third parties relating to transgenic ANIMALS, are obtained
prior to the performance of the SERVICES. 

  

	3.0	SERVICES PURSUANT TO WORK ORDERS 

  

	3.1	SERVICES to be performed by WXPT not executed under a COMPOUND SCHEDULE shall be approved by the Joint Steering Committee (as hereinafter defined) and issued pursuant to a work
order (each a “WORK ORDER”). Such SERVICES may include, but are not limited to, the following: 

  

	 	3.1.1	Perform * 

  

	 	3.1.2	Provide technical consultation, technical assistance, and product development assistance for any SERVICES entered into. 

  

	 	3.1.3	Develop or utilize * 

  

	 	3.1.4	Prepare * 

  

	 	3.1.5	Provide SERVICES and/or COMPOUNDS as expeditiously as possible. * 

  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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	 	3.1.6	Provide *. However, MERCK retains the right to alter these requirements as specific SERVICES warrant, in consultation with WXPT. 

  

	 	3.1.7	Provide * 

  

	 	3.1.8	Perform experiments using standard and accepted good laboratory practices, techniques and record keeping procedures, as appropriate. 

  

	 	3.1.9	Interact with MERCK’s scientists as is deemed appropriate in the conduct of the SERVICE; and 

  

	 	3.1.10	Interact with and communicate with MERCK, to its satisfaction, and upon all requests, regarding the SERVICEs. 

  

	3.2	A WORK ORDER will be issued to WXPT in a format approved by the JOINT STEERING COMMITTEE. 

  

	4.0	SUPPLY AND TRANSFER OF MATERIAL 

  

	4.1	WXPT will use the MATERIAL solely for the purposes identified in the COMPOUND SCHEDULE OR WORK ORDER and such MATERIAL will not be used for any other purpose or supplied to any
other investigator or third party without the approval of Merck. At all times the MATERIAL shall remain the sole and exclusive property of MERCK, unless directed in writing by MERCK the MATERIAL will not be used by the WXPT to support the
development of any commercial product containing MATERIAL or any derivatives of MATERIAL. WXPT will not chemically or biologically modify MATERIAL save as in accordance with COMPOUND SCHEDULE or WORK ORDER or with the consent of MERCK. WXPT will
hold MATERIAL confidential in accordance with the CONFIDENTIALITY AGREEMENT between WXPT and MERCK and will properly dispose of or return to MERCK, at MERCK's election, all unused supplies of MATERIAL upon completion of the requested process set
forth in the applicable COMPOUND SCHEDULE or WORK ORDER or termination of the AGREEMENT, COMPOUND SCHEDULE, or WORK ORDER. MATERIAL provided hereunder constitutes MERCK “Information” under, and are subject to all of the terms and
conditions of, the CONFIDENTIALITY AGREEMENT between WXPT and MERCK. In order to protect MERCK's rights under the CONFIDENTIALITY AGREEMENT, MATERIAL will not be used in research that is subject to consulting or licensing obligations to another
institution, corporation or business entity unless prior written permission is obtained from MERCK, 

  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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	4.2	WXPT UNDERSTANDS AND AGREES THAT THE MATERIALS, WHETHER SUPPLI ED BY MERCK OR WXPT ARE PROVIDED AS IS”, ARE EXPERIMENTAL IN NATURE AND ARE PROVIDED WITHOUT WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. 

  

	4.3	WXPT shall return excess MATERIAL supplied by MERCK to MERCK or WXPT shall dispose of such excess quantities of MATERIAL in accordance with instructions from MERCK upon MERCK's
request at MERCK's expense. 

  

	5.0	EXCESS QUANTITIES OF COMPOUND; COMPOUND NOT MEETING REQUIREMENTS; DISPOSITION OF COMPOUND IN THE EVENT OF TERMINATION 

  

	5.1	WXPT shall advise MERCK of all quantities of the COMPOUND generated hereunder that are not DELIVERED to MERCK. If MERCK, in its sole discretion, decides not to accept such COMPOUND,
WXPT agrees to dispose of such remaining quantities of the COMPOUND in accordance with instructions from MERCK at WXPT's expense. 

  

	5.2	WXPT agrees to dispose of any COMPOUND that does not meet the requirements set forth in the COMPOUND SCHEDULE or WORK ORDER in accordance with instructions from MERCK at WXPT's
expense save for those due to defective MATERIAL provided by MERCK. 

  

	5.3	In no event shall WXPT have any rights in or to any of the COMPOUND and WXPT shall not retain any of the COMPOUND for its own purposes, or to use on behalf of any third party.


  

	6.0	FEE, INVOICES, AND PAYMENTS 

  

	6.1	Unless otherwise agreed to in a COMPOUND SCHEDULE or WORK ORDER, the FTE HOURS used to perform the SERVICES shall be drawn down from the ANNUAL FTE HOURS upon use of such FTE HOURS
by WXPT in performing such SERVICES. 

  

	6.2	ANNUAL FTE RATE 

 The agreed ANNUAL FTE RATE is set forth
in Attachment III. 
  

	6.3	Upon request by MERCK, WXPT shall provide project specific MATERIALS for Kilo Lab COMPOUNDS prepared under a COMPOUND SCHEDULE. WXPT shall invoice MERCK for the project specific
MATERIALS for kilo-lab COMPOUNDS prepared under a COMPOUND SCHEDULE, upon receipt of MERCK's ORDERS for such MATERIALS. 

  

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	6.4	The fees for additional FTE HOURS used by MERCK in excess of the hours agreed for each CALENDAR QUARTER shall be invoiced at the end of each CALENDAR QUARTER.


  

	6.5	To the extent that SERVICES supplied hereunder are subject to any sales, use, value added or any other taxes, payment of said taxes, if any, is WXPT's responsibility and said taxes
are included in the ANNUAL FTE RATE. WXPT shall be liable for any and all taxes on any and all income it receives from MERCK under any AGREEMENT. 

  

	6.6	There may be additional cost and expenses incurred when performing the SERVICES that are not satisfied using the FTE HOURS or additional SERVICES which MERCK has elected (as
indicated on the applicable COMPOUND SCHEDULE or WORK ORDER) not to pay by utilizing FTE HOURS. Those additional cost, expenses or SERVICES (“ADDITIONAL SERVICES”) will be invoiced under a separate purchase order (each an “ADDITIONAL
SERVICE ORDER”) and will be subject to the payment provisions of Section 6.7. 

  

	6.7	For ADDITIONAL SERVICE ORDERS, MERCK shall make payment net * of receipt of a complete invoice. A complete invoice is one that contains the following format requirements (and any
other information specifically requested by MERCK): Name of WXPT and “Remit to” Address, MERCK's Purchase Order Number, Invoice Number, Invoice Date, Description of Goods and SERVICES, and the total Invoice Amount with miscellaneous
charges listed separately and Payment Terms. 

  

	6.8	MERCK may in good faith dispute any invoiced amount by providing written notice to WXPT. MERCK is not obligated to pay any invoiced amount that is the subject of a good faith
dispute until such dispute is resolved, provided that MERCK shall pay any undisputed invoiced amount. Once an invoice dispute is resolved, the invoice shall be paid within *. The parties shall use their best efforts to resolve any such disputes
within * of notification by MERCK of such dispute. 

  

	6.9	MERCK's payment of an invoice shall not preclude MERCK from exercising its audit rights under Section 23.1, shall not be deemed a release of any potential claims against WXPT
and shall not limit MERCK from pursuing any other remedy available to MERCK under this AGREEMENT and applicable laws. 

  

	7.0	PROJECT MANAGEMENT 

  

	7.1	Joint Steering Committee: Upon execution of this AGREEMENT, MERCK and WXPT shall establish a Joint Steering Committee to manage the SERVICES and use the FTE


  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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 HOURS. The Joint Steering Committee will be comprised of two representatives from each party. The Joint
Steering Committee shall meet quarterly in person at a mutually agreed location or via a teleconference. 
  

	7.2	Project Manager: Each party will assign a Project Manager who will be the primary point of contact between the two parties. Each party will notify the other within thirty
(30) days of the date of this AGREEMENT of the identity of the Project Manager. Each party may change its Project Manager as it deems necessary, provided that it notifies the other party as soon as practicable following such change. WXPT's
Project Manager must be reasonably acceptable to MERCK; WXPT agrees that it will promptly replace any such individual to whom MERCK reasonably objects. The MERCK Project Manager shall be responsible for directing all scientific activities concerning
the SERVICES. Additionally, a teleconference/videoconference will occur on a monthly basis to discuss and review FTE HOURS used; provided, however, that the parties may agree to cancel or postpone a monthly meeting. 

  

	7.3	Project Plan: Within * days of receipt of a request for SERVICES (either by COMPOUND SCHEDULE or WORK ORDER) and if requested by MERCK, WXPT shall provide a detailed project
plan (the “Project Plan”) for the project detailing the following: Anticipated FTE HOURS to be drawn down for this project, start time of the project, project budget plan, and a work plan (ex-raw MATERIALS). The Project Plan shall be
deemed to form part of the COMPOUND SCHEDULE or WORK ORDER. Alternatively, MERCK may specify FTE assignments and Project Plan to WXPT together with the request for SERVICES. 

  

	7.4	FTE HOURS Reporting: On the first * days of each month, WXPT shall submit to MERCK a report detailing the FTE HOURS consumed in the previous month and the projects associated with
the consumed FTE HOURS. 

  

	8.0	TECHNICAL/SAFETY INFORMATION 

  

	8.1	MERCK shall supply WXPT with any material safety data sheets relating to MATERIALS provided by MERCK, when such information is available. In addition, MERCK shall provide to WXPT
any available information known to MERCK relating to handling, safety and environmental precautions with respect to the MATERIALS supplied by MERCK to WXPT. It is the sole responsibility of the WXPT to communicate such information to its employees,
agents, and representatives engaged in performing the SERVICES and furthermore WXPT shall ensure that all safety and other procedures outlined in the KNOW-HOW are followed by its employees, agents and representatives. 

  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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	9.0	MERCK SUPERVISION 

  

	9.1	WXPT agrees that, at MERCK's option and upon prior appointment, MERCK representatives may be present while WXPT is performing the SERVICES. Any MERCK employees who are present at
the FACILITY shall comply with WXPT's site regulations and rules. 

 9.1.1 WXPT at all times shall be responsible for the
supervision and safety of the FTE EMPLOYEES and other WXPT personnel. A MERCK representative, if present, does not have responsibility for the supervision of WXPT's personnel. However, if at any time the MERCK representative reasonably believes that
WXPT is operating in a manner that is not compliant with the AGREEMENT or which could adversely affect the performance of SERVICES, he/she may recommend that WXPT cease operations until such condition is remedied. Any SERVICES which are rejected by
MERCK as a direct result of WXPT's non-compliant procedure outlined above will be credited by the WXPT to MERCK through reinstatement of the FTE HOURS consumed. At that time, WXPT shall determine whether to continue or cease operations. 

Nothing herein shall amend or alter the status of WXPT as an independent contractor. 
  


	9.2	If WXPT's FTE EMPLOYEES' exhibits negligence and/or willful misconduct in the performance of the SERVICES, any FTE HOURS charged to MERCK in rendering such SERVCIES will be credited
back to MERCK for reuse through reinstatement of the FTE HOURS consumed and, if applicable, repayment for any MATERIALS supplied by MERCK and consumed by WXPT insofar as such negligence and/or willful misconduct has caused the SERVICES to be
rejected by MERCK. 

  

	10.0	REPRESENTATIONS, WARRANTIES AND COVENANTS 

  

	10.1	WXPT represents, warrants and covenants that, at all times during the TERM, it (i) is a corporation duly organized and validly existing and in good standing under the laws of
its jurisdiction of organization, (ii) is qualified or licensed to do business and in good standing in every jurisdiction where such qualification or licensing is required and (iii) has the corporate power and authority to negotiate,
execute, deliver and perform its obligations under this AGREEMENT. 

  

	10.2	WXPT represents, warrants and covenants that all COMPOUND(S) and SERVICES shall, at the time of DELIVERY, (i) meet the SPECIFICATIONS, (ii) have been MANUFACTURED or
performed in accordance with all applicable laws and regulations and AGENCY requirements in effect, (iii) be in accordance with cGMPs or GLPs (if 

  

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 cGMPS or GLPs are required as specified in the COMPOUND SCHEDULE or WORK ORDER), and (iv) be in
accordance with the Animal Welfare Act, the Association for Assessment and Accreditation of Laboratory Animal Care International and the requirements and standards of the ILAR Guide (if ANIMALS are required as specified in the WORK ORDER). Without
limiting the warranty in Section 10.2(ii), WXPT guarantees that no COMPOUND(S) shall, at the time of DELIVERY, be (a) adulterated or misbranded within the meaning of the U.S. Federal Food, Drug and Cosmetic Act (the “Act”), or
any similar law of any other jurisdiction, or (b) an article which may not, under the provisions of the Act, or any similar law of any other jurisdiction, be introduced into stream of commerce. 
  

	10.3	WXPT represents and warrants and covenants that it is financially solvent, able to pay its debts as they mature, and possessed of sufficient working capital to complete the
SERVICES, and that WXPT or any of its AFFILIATE or related entities holds any and all licenses and permits as required by PRC law, to enable the SERVICES to be performed. The foregoing representations, warranties and covenants are, and shall be
deemed to be, continuing. 

  

	10.4	WXPT agrees to perform the SERVICES with care, skill and diligence, and in accordance with applicable standards currently recognized by WXPT's profession or industry. WXPT shall be
responsible for the quality, technical accuracy and completeness of all reports, information, specifications and SERVICES in accordance with applicable standards currently recognized by WXPT's profession or industry. WXPT understands and agrees that
the COMPOUND and the process for preparation of COMPOUND is and is acknowledged to be experimental in nature. WXPT agrees to be responsible for the safety, professional quality, training, and supervision of all WXPT's personnel who provide SERVICES.


  

	10.5	WXPT shall employ an adequate number of qualified personnel; and shall use reasonable skill, prudence, and good judgment to competently supervise the performance of the SERVICES
consistent with the interests of MERCK in accordance with applicable standards currently recognized by WXPT's profession or industry. WXPT shall be solely responsible to MERCK for and have control over all means, methods, techniques, sequences and
safety procedures and for coordinating all portions of the SERVICES. 

  

	10.6	WXPT represents and warrants and covenants to the best knowledge and belief that: (1) there are no third party rights existing as at the date of this AGREEMENT which would
operate to diminish, encumber or impair the enjoyment or exercise of the rights granted to MERCK under this AGREEMENT if any; and (2) WXPT has right, title and/or interest necessary to provide the SERVICES. 

  

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	10.7	WXPT's represents and warrants and covenants to the best knowledge and belief that execution and performance of this AGREEMENT including the SERVICES will not violate or infringe
upon the rights of any third party, including but not limited to confidential relationships, publicity rights, privacy rights, patents, trademarks, service marks, trade secrets or copyrights. 

  

	10.8	Following the issuance to WXPT of a COMPOUND SCHEDULE or WORK ORDER for COMPOUND, WXPT shall deliver a sample of the COMPOUND for MERCK's approval. Provided that MERCK approves the
sample, WXPT shall deliver the quantity of COMPOUND set forth in the COMPOUND SCHEDULE OR WORK ORDER, accompanied by a document, in English, describing the step-wise procedure to prepare the COMPOUND (the “PRODUCT REPORT”) and analyses to
prove chemical identity as stated in the COMPOUND SCHEDULE OR WORK ORDER. 

  

	10.9	In addition, the COMPOUND DELIVERED to MERCK shall be accompanied by a certificate of analysis documenting that the COMPOUND meets the requirements set forth in the COMPOUND
SCHEDULE or WORK ORDER. The certificate of analysis shall include the date of synthesis and recommended storage and shipping conditions, if appropriate. 

  

	10.10	Should any COMPOUND batch fail to meet the warranty set forth in Section 10.2, WXPT shall notify MERCK and such batch shall not be delivered to MERCK without MERCK's written
consent. In the event that MERCK is able to take delivery of the COMPOUND, WXPT will ship the COMPOUND pursuant to instructions from MERCK. In the event that MERCK is unable to take delivery, WXPT shall credit MERCK through reinstatement of the FTE
HOURS consumed. 

  

	10.11	MERCK shall have no obligation to accept or pay for and WXPT shall not deliver, without MERCK's written consent, any COMPOUND for which MERCK has not issued a COMPOUND SCHEDULE OR
WORK ORDER, unless agreed otherwise between Merck and WXPT. 

  

	10.12	Any COMPOUND(S) which fails to meet the warranties under Section 10.2 and which is in MERCK's possession shall be destroyed, at WXPT's expense and WXPT shall credit to MERCK
through reinstatement of the FTE HOURS consumed and, if applicable, issue repayment for any MATERIALS supplied by MERCK and consumed by WXPT. 

  

	10.13	Any COMPOUNDS which are rejected by MERCK for failing to meet the SPECIFICATIONS detailed in the COMPOUND SCHEDULE or WORK ORDER will be credited by the WXPT to MERCK through
reinstatement of the FTE HOURS consumed and, if applicable, repayment for any MATERIALS supplied by MERCK and consumed by WXPT. 

  

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	11.0	USE OF ANIMALS 

 In the event that ANIMALS are used to perform any
of the SERVICES herein, SUPPLIER represents that: 
  

	 	(a)	SUPPLIER's care of ANIMALS shall meet or exceed all current and future applicable legal requirements and animal care standards, including, but not limited to federal, state and
local laws and regulations, and the Animal Welfare Act. An approved Institutional Animal Care and Use Committee (IACUC) Animal Procedure statement from SUPPLIER must be in place prior to initiation of any SERVICES. 

  

	 	(b)	SUPPLIER at all times shall observe and comply with all applicable Federal and state and local laws, ordinances and regulations in any manner affecting the ANIMALS, including the
Association for Assessment and Accreditation of Laboratory Animal Care International and the requirements and standards of the ILAR Guide, and all such ORDERS or decrees as exist at present and those which may be enacted later by bodies or tribunals
having jurisdiction or authority over the performance of this AGREEMENT and SUPPLIER shall protect, indemnify and save MERCK, its AFFILIATES and their respective officers, directors, employees, and agents (“INDEMNIFIED PARTIES”) harmless
against any and all claims, losses, demands, causes of action, and any and all related costs and expenses of every kind, including reasonable attorneys' fees, costs, and expenses, suffered by the INDEMNIFIED PARTIES against any claim or liability
arising from or based on (i) the violation or alleged violation of any such law, ordinance, regulation, ORDER or decree, whether by itself or its employees, agents, representatives, subcontractors, and consultants (ii) breach by SUPPLIER,
its employees or agents of any provision of this AGREEMENT, or (iii) the negligence or willful misconduct of SUPPLIER, its employees or agents. 

  

	12.0	QUALITY 

  

	12.1	All records relating to the COMPOUND or SERVICES performed under this AGREEMENT shall be retained by WXPT for a period of not less than * years from the date of DELIVERY to which
such records pertain. WXPT shall provide MERCK with complete and accurate copies of the appropriate documents for each service performed, upon MERCK's request. WXPT shall notify MERCK of any intention to destroy such records after such ten-year
period has passed and shall afford MERCK the opportunity to obtain such records at MERCK's own expense. 

  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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	12.2	WXPT shall notify MERCK IMMEDIATELY of any difficulty in performing the SERVICES in accordance with all of the terms and conditions of this AGREEMENT.MERCK may, at its option,
investigate the cause of any failure occurring during performance of the SERVICES, or require WXPT to do so and provide MERCK with a written report summarizing the results of WXPT's investigation. WXPT shall complete any quality investigation within
* days, unless granted approval by MERCK for a longer period, such approval not to be unreasonably withheld. 

  

	12.3	WXPT shall perform the SERVICES at the FACILITY. Performance of the SERVICES may not be relocated by WXPT without MERCK's prior written consent. 

  

	12.4	WXPT shall IMMEDIATELY notify MERCK of any information WXPT receives regarding any threatened or pending action by any AGENCY, including without limitation any AGENCY non-approval
or regulatory action related to the SERVICES and this AGREEMENT. Upon receipt of any such information, WXPT shall consult with MERCK in an effort to arrive at a mutually acceptable procedure for taking appropriate action; provided, however, that
nothing contained herein shall be construed as restricting the right of either party to make a timely report of such matter to any AGENCY or take other action that it deems to be appropriate or which is required by applicable law or regulation.


  

	12.5	During the TERM of this AGREEMENT, WXPT shall retain all written MATERIALS and all other data obtained or generated by WXPT in the course of providing SERVICES under this AGREEMENT
(“SERVICE RECORDS”) in a secure area reasonably protected from fire, theft, and destruction. 

  

	12.6	The WXPT may not amend or change the SPECIFICATIONS, FACILITY, synthesis chemistry, synthesis equipment, MATERIALS, raw material specifications or anything else set forth in the
applicable COMPOUND SCHEDULE OR WORK ORDER without MERCK's written consent. 

  

	12.7	In the event that WXPT requests an amendment or changes to a process supplied by MERCK, WXPT shall provide MERCK with all information required to evaluate the proposed
amendment/changes. 

  

	12.8	MERCK will specify and bear all costs and expenses relating to all required labeling on COMPOUND(s) and all components and containers. 

  

	12.9	WXPT will comply with MERCK SPECIFICATIONS, applicable regulations and laws with respect to labeling of each COMPOUND. 

  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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	12.10	WXPT hereby declares that as of the date of execution of this AGREEMENT it is not producing, packaging, labeling, warehousing, quality control testing (including in-process, release
and stability testing), releasing or shipping any chemical entity classified as penicillins, steroids, hormones, alkaloids, cephalosporins, pesticides, controlled substances, live agents, cytotoxic drug substances, Beta-lactam antibiotics, or other
toxic, non-drug substances in the Facility used to MANUFACTURE any products under cGMP requirements. In the event that WXPT intends, during the Term of this AGREEMENT, to produce, package, label, warehouse, quality control test (including
in-process, release and stability testing), release or ship any chemical entity belonging to the classes of products listed above in its cGMP designated area of the Facility, WXPT shall promptly notify MERCK in writing of its intention to do so in
order to allow MERCK to consider any potential questions of cross-contamination. In the event MERCK identifies a potential problem of cross-contamination, the parties will meet to resolve the problem. Notwithstanding the foregoing, WXPT shall not
manufacture, formulate or package products in the Facility that MERCK considers to present cross-contamination problems for the COMPOUND. 

  

	12.11	WXPT shall not perform any toxicity testing on the COMPOUND, the MATERIAL or any other MERCK-designated key raw material used to prepare the COMPOUND, unless and until WXPT provides
(i) written notice to MERCK and (ii) an opportunity for the parties to consult on the necessity and/or desirability of such toxicity testing. 

  

	12.12	If the relevant COMPOUND SCHEDULE OR WORK ORDER specifically identified that cGMPs are applicable, WXPT shall also conduct the SERVICES in accordance with applicable drug listing
regulatory requirements and the current Good Manufacturing Practices as specified in the United States Code of Federal Regulations 21 CFR Part 210 & 211; and/or the guidance document developed by the International Conference on
Harmonization's known as “Q7A Good Manufacturing Practice Guidance for Active Pharmaceutical Ingredients” (also known as Part II to EudraLex Volume 4, “European Commission Guide to Good Manufacturing Practice for Medicinal
Products”)(“cGMP's”). 

  

	12.13	WXPT shall permit one or more qualified technical specialists from MERCK, upon reasonable prior notice and during normal business hours, to conduct audits (including, but not
limited to, quality, safety and environmental) of the Facility in which the COMPOUND will be synthesized and any other facility in which the Material will be warehoused, handled or quality control tested or where the COMPOUND will be packaged,
labeled, warehoused, quality control tested (including in-process, release and stability testing), or released or where the SERVICES will be performed. WXPT shall promptly notify MERCK of any regulatory inspection relating to the COMPOUND or
Material. MERCK shall have the right to review all relevant documentation, including without limitation the results of all audits of the Facility by regulatory agencies. WXPT 

  

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	 	agrees to promptly take any reasonable steps that are requested by MERCK as a result of a MERCK audit or a regulatory audit to cure any deficiencies. MERCK shall have no obligation
to accept or pay for any COMPOUND synthesized, packaged, labeled, warehoused, quality control tested or released in a facility that has not been audited and approved by MERCK. 

  

	13.0	INDEMNIFICATION 

  

	13.1	Subject to the terms and conditions of this AGREEMENT, WXPT shall protect, defend, indemnify and save harmless MERCK, its AFFILIATES and their respective officers, directors,
employees, and agents against any and all claims, losses, demands, causes of action, and any and all related costs and expenses of every kind including, but not limited to reasonable attorneys' fees, costs, and expenses suffered by the parties
hereto and/or their employees and to the person or property of any other person or entity (collectively “DAMAGES”) occurring, growing out of, incident to, or resulting from (i) the failure of COMPOUND(S) provided by WXPT hereunder to
meet the warranties set forth in Section 10.2; (ii) a breach by WXPT of any of its representations, warranties, covenants, AGREEMENTS or obligations under this AGREEMENT; and (iii) the negligence, recklessness or willful misconduct of
WXPT in performing SERVICES or in the performance of its other obligations under this AGREEMENT. 

  

	13.2	In addition, WXPT understand and agrees that the COMPOUND and the process for preparation of the COMPOUND (if any) is supplied by MERCK “AS IS” and is experimental in
nature. WXPT agrees to protect, indemnify and hold MERCK, its AFFILIATE, and their respective officers, directors, employees, agents, successors and permitted assigns harmless from DAMAGES which directly or indirectly arise out of or related to the
synthesis, use and/or handling of the COMPOUND by WXPT, its AFFILIATE and their respective officers, directors, employees, agents, successors and permitted assigns. 

  

	13.3	MERCK assumes no responsibility and shall have no liability for the nature, conduct, or results of the SERVICES, testing or other work performed under this AGREEMENT.
Notwithstanding anything to the contrary, WXPT assumes no responsibility and shall have no liability for any use of the COMPOUND(s) by MERCK or its AFFILIATES; provided that, such COMPOUND meets the warranties set forth in Section 10.2.


  

	13.4	MERCK agrees to give WXPT (i) prompt written notice of any claims made for which MERCK knows or reasonably should know WXPT reasonably may be liable under the foregoing
indemnification and (ii) the opportunity to defend, negotiate, and settle such claims. MERCK shall provide WXPT with all information in its possession, all authority and all assistance necessary to enable WXPT to carry on the defense of such
suit; provided, however, that MERCK reserves the right to retain its own counsel to defend itself in such suit. 

  

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	13.5	MERCK or its AFFILIATE, if applicable, shall not be responsible to or bound by any settlement made without its prior consent. 

  

	13.6	IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER HEREUNDER FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS OR LOST BUSINESS
OPPORTUNITY OF THE OTHER PARTY. 

  

	13.7	Nothing contained herein shall be construed as a representation or warranty by WXPT (whether implied or otherwise) that COMPOUND prepared by WXPT is of merchantable quality or fit
for any purpose. 

  

	14.0	DELIVERY 

  

	14.1	WXPT shall affect DELIVERY in accordance with MERCK's instructions only pursuant to a COMPOUND SCHEDULE or WORK ORDER. Each container containing COMPOUND shall be marked as to the
identity of the COMPOUND, the quantity of COMPOUND, the related COMPOUND SCHEDULE number (if applicable), and any other information required in the COMPOUND SCHEDULE OR WORK ORDER. COMPOUND manufactured under a COMPOUND schedule and the related
documentation shall be shipped either * (as identified by MERCK) to a port designated by MERCK or MERCK's broker (duty unpaid) (Incoterms 2000). COMPOUND manufactured for medicinal chemistry purposes shall be DELIVERED to MERCK'S designated facility
by Federal Express or DHL, as appropriate, to meet the requested delivery date. 

  

	14.2	MERCK shall have no obligation to accept or pay for any COMPOUND that does not meet the requirements set forth in the COMPOUND SCHEDULE or WORK ORDER or for which any of the above
documentation is not provided. 

  

	14.3	If specifically requested by the Joint Steering Committee, the delivery of the Product Report may take place via secure electronic communication. 

  

	14.4	For all medicinal chemistry-related SERVICES provided under this AGREEMENT, WXPT will ship MERCK all the associated, completed laboratory notebooks on a twice-


  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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	 	yearly basis. For all other SERVICES, WXPT shall deliver any original documents relating to SERVICES, upon MERCK's request and in accordance with Merck's instructions.


  

	15.0	INVENTIONS 

  

	15.1	Any and all discoveries, improvements and/or inventions by WXPT whether or not patentable, resulting from WXPT's use of INFORMATION (as defined in the CONFIDENTIALITY AGREEMENT
attached hereto as ATTACHMENT I) provided by MERCK or resulting from the SERVICES performed by WXPT for MERCK under this AGREEMENT shall be INFORMATION OF MERCK and shall be the sole and exclusive property of MERCK. Within * of any discovery or
invention, WXPT shall notify MERCK, in writing, of the event and shall assist MERCK in protecting MERCK's proprietary rights to said discovery or invention. 

  

	15.2	WXPT agrees to assign any and all discoveries and/or inventions by WXPT, whether or not patentable, resulting from WXPT's use of INFORMATION (as defined in the CONFIDENTIALITY
AGREEMENT) provided by MERCK or resulting from the SERVICES performed by WXPT for MERCK (also known as INFORMATION OF MERCK) under this AGREEMENT to MERCK. 

  

	15.3	WXPT will, upon request by MERCK, promptly execute any and all patent applications, assignments or other instruments which MERCK deems are necessary or useful for the protection of
any such Inventions, which shall be filed or prepared at MERCK's costs and expense. 

  

	15.4	WXPT represents and warrants that no governmental entity or any third party has or shall have any claim or right to any inventions or discoveries resulting from the SERVICES
hereunder. 

  

	16.0	COMPLIANCE WITH LAW 

  

	16.1	WXPT shall conduct the SERVICES in accordance with all applicable laws, rules, regulations and guidelines in the PRC and the United States where applicable, including, without
limitation, all current governmental regulatory requirements concerning Good Laboratory Practices. 

  

	16.2	WXPT shall comply with and give all notices required by PRC laws, ordinances, rules, regulations and lawful orders of any PRC (and the United States where applicable) public
authority (including without limitation child labor laws) bearing on the performance of 

  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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	 	this AGREEMENT as existing on the Effective Date and as enacted or amended during the TERM. WXPT shall notify MERCK if it becomes aware of any non-compliance in connection with this
AGREEMENT and shall take all appropriate action necessary to comply with such laws, ordinances, rules, regulations and lawful orders. 

  

	16.3	WXPT shall not employ or otherwise use, in performing the SERVICES, any person debarred under all applicable laws and Section 306(a) or (b) of the Federal Food, Drug and
Cosmetic Act and will immediately disclose in writing to MERCK if any person who is performing SERVICES hereunder is debarred or disqualified or if any action, suit, claim, investigation or administrative proceeding is pending or threatened,
relating to the debarment or disqualification of WXPT or any person performing SERVICES hereunder. 

  

	16.4	MERCK and its AFFILIATES shall have the right to use all information in the Product Reports (as defined herein) and Study Reports for any and all purposes. MERCK and its AFFILIATES
shall have an unrestricted right to use any and all technical information developed pursuant to this AGREEMENT or used by WXPT hereunder, which is not covered by any patent, provided the technical information related directly or indirectly to the
SERVICES performed hereunder. 

  

	17.0	AGREEMENT TERM 

  

	17.1	This AGREEMENT shall commence on the EFFECTIVE DATE and shall continue in full force and effect, unless otherwise terminated in accordance with this AGREEMENT, through and including
*. Such effective period, and any renewal thereof mutually agreed to in writing, shall be referred to as the TERM. 

  

	18.0	TERMINATION 

  

	18.1	Termination by Either Party: 

 18.1.1 If either
party shall default in the performance of its obligations under this AGREEMENT, the non-defaulting party may give written notice to the other party, specifying the nature of the default and, if such default is not remedied within thirty
(30) calendar days of such notice, then the non-defaulting party shall have the right, in its sole discretion either to immediately terminate this AGREEMENT or any or all ORDERS, in whole or in part, or to suspend the performance of the same
until such default is remedied. 
  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
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 18.1.2 Termination under this Section shall relieve and release the terminating party from any further
liabilities and obligations hereunder, except any liabilities or obligations that accrued prior to the effective date of such termination. 
  

	18.2	Termination by MERCK: MERCK may terminate this AGREEMENT or any or all COMPOUND SCHEDULES or WORK ORDERS in whole or in part, effective immediately, upon written notice to
WXPT if WXPT shall 

 18.2.1 Dissolve, transfer, sell, assign, mortgage, encumber, pledge, or otherwise dispose of (a) all
or substantially all of its assets, or (b) any controlling interest in its business (whether in the form of stock or otherwise); 
 18.2.2 Consolidate with or merge into another corporation or other entities or permit one or more other corporations or other entities to consolidate with or merge into it; 
 18.2.3 Become the subject of any receivership proceeding, voluntary or involuntary, bankruptcy, insolvency, reorganization, liquidation, or an assignment
for the benefit of creditors. 
 18.2.4 Termination under this Section shall relieve and release MERCK from any further liabilities and
obligations arising under this AGREEMENT or any COMPOUND SCHEDULES or WORK ORDERS, as the case may be, except any liabilities or obligations that accrued prior to the effective date of such termination. 
  

	18.3	MERCK may terminate this AGREEMENT or any COMPOUND SCHEDULE OR WORK ORDER at any time, on * days written notice (the “Termination Date”). In such event, MERCK shall
reimburse WXPT for all of fees and costs incurred and for any non-cancelable commitments made up to the Termination Date. Upon termination, or at any other time that MERCK may request, WXPT promptly shall return all documents and information,
including but not limited to, any KNOW-HOW supplied by MERCK and all documents and information generated by WXPT in the course of performing the SERVICES hereunder, including but not limited to all Product Reports and Study Reports; except that WXPT
may retain one copy of such documents and information in its confidential files solely for its record keeping purposes. 

  

	18.4	Consequences of Termination by MERCK. 

 18.4.1 In the event
that this AGREEMENT is terminated by MERCK in accordance with SECTION 18.1 or, SECTION 18.2. , MERCK shall have the right (but not the obligation) to take DELIVERY of all COMPOUND(S) already MANUFACTURED by WXPT and 
  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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 final Project Reports for SERVICES completed which meet the warranties set forth in this AGREEMENT and
paid for by MERCK in accordance with the terms of this AGREEMENT. 
 18.4.2 In the event that this AGREEMENT is terminated by MERCK in
accordance with SECTION 18.3, WXPT shall have the right to (i) DELIVER to MERCK (and MERCK shall have the obligation to take DELIVERY of) all COMPOUND(S) already MANUFACTURED by WXPT and MERCK shall pay the fee with respect to the COMPOUND(S)
which meet the warranties set forth in this AGREEMENT. 
 18.4.3 WXPT will continue to provide FTE HOURS as needed (and as paid for by MERCK)
to wind down or complete any project and provided further that each pending project shall be duly finalized by MERCK. 
  

	18.5	No Further Liabilities. Termination under this ARTICLE 18.0 shall relieve and release all parties from any liabilities and obligations under this AGREEMENT, other than those
specifically set forth in this ARTICLE 18.0, those that survive termination in accordance with ARTICLE 33.0 and any and all obligations to indemnify the other party in accordance with ARTICLE 13.0. 

  

	19.0	INSURANCE 

  

	19.1	WXPT agrees to maintain, during the Term and for five (5) years thereafter, at its own expense Employer Liability insurance with a minimum limitation of * and public
liability insurance, with a minimum limitation of * per occurrence and * annual aggregate and product liability insurance with a minimum limitation of * per occurrence and * annual aggregate upon execution of this AGREEMENT.
WXPT shall submit to MERCK, from an insurer *, a certificate of insurance evidencing that the required insurance is in force and effect. Such certificate shall provide that not less than * days' advance notice, in writing, shall be
given to MERCK of any cancellation, termination or material alteration of such insurance coverages. Such insurance shall waive all rights of subrogation against MERCK. 

  

	19.2	Neither failure of WXPT to comply with any or all of the insurance provisions of this AGREEMENT, nor the failure to secure endorsements on the policies as may be necessary to carry
out the terms and provisions of this AGREEMENT shall be construed to limit or relieve WXPT from any of its obligations under this AGREEMENT. 

  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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	20.0	GOVERNING LAW 

  

	20.1	This AGREEMENT shall be governed by and construed and enforced in accordance with the laws of New Jersey without reference to principles of conflicts of laws.


  

	21.0	ARBITRATION 

  

	21.1	The parties shall attempt to amicably resolve any dispute arising out of or relating to this AGREEMENT. In the event that said negotiations are not successful, the dispute shall be
resolved through arbitration before three (3) arbitrators. Such arbitration shall take place in Whitehouse Station, New Jersey and shall proceed in accordance with the Commercial Arbitration Rules of the International Chamber of Commerce
(“ICC”) and the laws of the State of New Jersey without regard to the provisions thereof concerning conflict of laws. Within seven (7) calendar days of either party making a demand for arbitration, MERCK and WXPT shall each select
one (1) arbitrator. A third arbitrator shall be selected by the arbitrators selected by the par-ties within thirty (30) days of the demand for arbitration. In the event that either party shall fail to appoint its arbitrator, or the two
(2) arbitrators selected by the parties fail to appoint the third arbitrator, in either case within the prescribed time period, then either party may apply to the ICC for the appointment of such arbitrator. The determination of a majority of
the panel of arbitrators shall be the decision of the arbitrators and shall be binding regardless of whether one of the parties fails or refuses to participate in the arbitration. Each party shall pay for the arbitrator it selects with the cost of
the third arbitrator being split equally between the parties. All other costs shall also be split equally between the parties. Either party may enter any arbitration award in any court having jurisdiction or may make application to any such court
for a judicial acceptance of the award and order of enforcement, as the case may be. 

  

	22.0	NON-EXCLUSIVITY 

  

	22.1	This AGREEMENT shall not be deemed to be an exclusive contract and MERCK shall be free to engage other contractors to perform SERVICES similar or identical to SERVICES.


  

	23.0	AUDIT RIGHTS 

  

	23.1	WXPT's records relating to the performance of this Agreement, which shall include, but not be limited to, accounting records, time sheets, written policies and procedures, test
results, reports, correspondence, memoranda and any other documentation relating to the performance of this AGREEMENT, shall subject to reasonable prior notice given to WXPT be open to inspection and subject to audit and/or reproduction, during
normal working hours, by MERCK or its authorized representative but only to the extent necessary to adequately evaluate claims submitted by WXPT, or as required by governmental authorities. For the purpose of such audits, inspections, examinations
and 

  

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 evaluations, MERCK or its authorized representative shall have access to said records beginning on the
EFFECTIVE DATE and continuing until * after the satisfaction of WXPT's obligations under this AGREEMENT. In addition, WXPT shall provide adequate and appropriate workspace for MERCK or its authorized representatives to conduct such audit. MERCK or
its authorized representative shall give WXPT reasonable advanced notice of an intent to audit. 
  

	24.0	ETHICS/CONFLICT OF INTEREST 

  

	24.1	WXPT hereby agrees that in its performance under this AGREEMENT, it shall adhere to business practices that are in accordance with the letter and spirit of applicable laws and
ethical principles as follows: 

  

	24.2	WXPT agrees that all transactions in connection with this AGREEMENT will be accurately reflected in its books and records, and that no funds or other assets shall be paid directly
or indirectly to government officials or persons acting on their behalf for the purpose of influencing government decisions or actions with respect to MERCK's business. 

  

	24.3	WXPT further agrees to conduct its activities hereunder and its dealings with MERCK, subcontractor, and third parties so as to avoid loss or embarrassment to MERCK due to any real
or apparent conflict of interest, and to require that all subcontractor comply with such policy in connection with this AGREEMENT. 

  

	24.4	MERCK shall have the right to terminate this AGREEMENT upon violation of said business practices on the part of the WXPT, its employees, agents, representatives, subcontractor,
consultants, or temporary WXPT. 

  

	25.0	FIDUCIARY RESPONSIBILITY 

  

	25.1	WXPT recognizes and accepts a fiduciary relationship of trust and confidence established between WXPT and MERCK by this AGREEMENT and agrees that WXPT shall at all times in good
faith use its best efforts to advance MERCK'S interests and agrees to perform the SERVICES in the best professional manner in conformity with the standards and practice of other professionals providing similar work. WXPT shall employ an adequate
number of qualified, careful, efficient and skilled personnel; and shall use skill, prudence, judgment, and competent supervision in order that the execution of the SERVICES may be economical, expeditious and consistent with the interests of MERCK.
WXPT shall supervise and direct the SERVICES using its best skill and attention. WXPT shall be solely responsible to MERCK for and have control over all means, methods, techniques, sequences and safety procedures and for coordinating all portions of
performing the SERVICES. 

  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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	26.0	INDEPENDENT CONTRACTOR 

  

	26.1	In the performance of WXPT's obligations under this AGREEMENT it is understood that WXPT shall at all times act and shall be deemed to be an independent contractor. Nothing in this
AGREEMENT shall be construed to render WXPT or any of its employees, agents, or officers, an employee, joint venturer, agent, or partner of MERCK. Neither party is authorized to assume or create any obligations or responsibilities, express or
implied, on behalf of or in the name of the other party. It is understood that the employees, methods, facilities, and EQUIPMENT of WXPT shall at all times be under WXPT's exclusive direction and control. 

  

	26.2	At any time during or beyond the term of this AGREEMENT, WXPT's employees including FTE EMPLOYEES are not considered to be MERCK employees or agents. 

  

	27.0	NOTICES 

 The term “notice” as used throughout this
AGREEMENT shall mean written notice, except where specifically provided herein to the contrary. Notice shall be delivered by (i) certified mail, return receipt requested (or the equivalent), (ii) hand delivery with receipt acknowledged,
(iii) overnight courier service that provides a delivery receipt to the following addresses or to such other address or person as a party may specify by notice given in accordance with this Section, or (iv) facsimile. 
 If to MERCK: 
 MERCK & Co., Inc. 
 Two MERCK Drive, WS1W-16 
 Whitehouse Station, NJ 08889-0200 
 Attention: Director of Research Procurement 
 With a copy to: 
 MERCK & Co., Inc. 
 One MERCK Drive 
 Whitehouse Station, NJ 08889-0100 
 Attention: Office of the Secretary

 If to WXPT: 
 No. 1 Building, 
 288 Fu Te ZhongLu, 
 WaiGaoQiao 
  

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 Free Trade Zone, 
 Shanghai,
P.R. China . 
 Attention: Ge Li, Chief Executive Officer 
 Notice given in accordance with this SECTION shall be deemed delivered (i) when received, or (ii) upon refusal of receipt. 
  

	28.0	FORCE MAJEURE 

  

	28.1	No party shall be liable for a failure or delay in performing any of its obligations under this AGREEMENT if and to the extent that such failure or delay is due to causes beyond the
reasonable control of the affected party, including (i) acts of God; (ii) fire, explosion, or unusually severe weather; (iii) war, invasion, riot or other civil unrest; (iv) governmental laws, orders, restrictions, actions,
embargoes or blockages; (v) national or regional emergency; and (vi) injunctions, strikes, lockouts, labor trouble or other industrial disturbances; provided that the party affected shall promptly notify the other of the force majeure
condition and shall exert reasonable efforts to eliminate, cure or overcome any such causes if possible and to resume performance of its obligations as soon as possible. 

  

	29.0	PUBLICITY/USE OF NAMES 

  

	29.1	WXPT agrees not to advertise or otherwise make known to others any information regarding this AGREEMENT. WXPT further agrees not to use or reference in any advertising, sales
promotion, press release or other communication, any MERCK or representative name, endorsement, direct or indirect quote, code, drawing, logo, trademark, specification, or picture without the prior written consent of MERCK. 


 

	30.0	ASSIGNMENT 

  

	30.1	WXPT may not assign its rights or obligations under this AGREEMENT, in whole or in part, without the prior written consent of MERCK. This AGREEMENT shall inure to the benefit of and
be binding upon each party and its successors and permitted assigns. Subject to the foregoing, any purported assignment not consistent with the terms of this article shall be void. 

  

	30.2	WXPT may not subcontract any portion of its SERVICES without MERCK's prior written consent. 

  

	31.0	ENTIRE AGREEMENT/AMENDMENTS 

  

	31.1	This AGREEMENT, together with any COMPOUND SCHEDULES/WORK ORDERS/Attachments hereto, the CONFIDENTIALITY AGREEMENT and any 

  

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	 	ORDER or purchase order issue by MERCK hereunder, constitutes the entire AGREEMENT between MERCK and WXPT with respect to the SERVICES and supersedes all prior communications,
understandings and AGREEMENTS between the parties with respect to the SERVICES. Any term or condition of an ORDER, COMPOUND SCHEDULE or WORK ORDER issued hereunder that is different from or contrary to the terms and conditions of this AGREEMENT
shall be void. No waiver or modifications of this AGREEMENT will be binding upon either party unless made in writing and signed by a duly authorized representative of such party. This AGREEMENT may be amended in a writing executed by the parties


  

	31.2	Notwithstanding the foregoing, the CONFIDENTIALITY AGREEMENT, between the parties, shall remain in full force and effect as a separate AGREEMENT. In the event of any inconsistency
between the provisions of the CONFIDENTIALITY AGREEMENT and this AGREEMENT, the provisions of the CONFIDENTIALITY AGREEMENT shall prevail. 

  

	32.0	SUCCESSORS AND ASSIGNS 

  

	32.1	The terms and conditions of this AGREEMENT shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.


  

	33.0	SURVIVAL OF CERTAIN PROVISIONS 

  

	33.1	The terms, provisions, representations, warranties and covenants contained in this AGREEMENT that by their sense and context are intended to survive the performance thereof by
either party or both parties hereunder shall so survive the completion of performance, expiration or termination of this AGREEMENT. 

  

	34.0	SEVERABILITY 

 If any provision of this AGREEMENT, is invalid or
unenforceable or prohibited by applicable law, it shall be treated for all purposes as severed from this AGREEMENT and ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof,
which shall continue to be valid and binding. The parties further agree to by way of a separate agreement to replace such invalid or unenforceable provision with a valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such invalid or unenforceable provision. 
  

	35.0	HEADINGS; ATTACHMENTS AND EXHIBITS 

  

	35.1	The headings assigned to the articles and sections of this AGREEMENT are for convenience only and shall not limit the scope and applicability of the articles and sections. Each and
every ATTACHMENT and EXHIBIT attached hereto is hereby incorporated herein and made a part hereof. 

  

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	36.0	NON-WAIVER 

  

	36.1	Wither party's failure to enforce any of the terms or conditions herein or to exercise any right or privilege, or either party's waiver of any breach under this AGREEMENT, shall not
be construed to be a waiver of any other terms, conditions, or privileges, whether of a similar or different type. 

  

	37.0	FURTHER ASSURANCES 

  

	37.1	Each party agrees to execute such further papers, AGREEMENTS, documents, instruments and the like as may be necessary or desirable to affect the purpose of this AGREEMENT and to
carry out its provisions. 

  

	38.0	COUNTERPARTS 

  

	38.1	This AGREEMENT may be executed in two (2) or more counterparts, each of which shall for all purposes be deemed an original and all of which shall constitute one and the same
instrument. 

  

	39.0	CUMULATIVE REMEDIES 

  

	39.1	Unless explicitly set forth in this AGREEMENT no remedy referred to in this AGREEMENT is intended to be exclusive, but each shall be cumulative and in addition to any other remedy
referred to in this AGREEMENT or otherwise available under law or at equity. 

  

	40.0	U.N. CONVENTION ON INTERNATIONAL SALE OF GOODS 

  

	40.1	The parties hereby expressly agree that the United Nations Convention on International Sales of Goods shall not apply. 

  

	41.0	ENGLISH LANGUAGE 

  

	41.1	This AGREEMENT, any ATTACHMENTS and EXHIBITS attached hereto, and all reports, documents and notices required hereunder, referred to herein or requested by MERCK in connection
herewith shall be written in the English language. Except as otherwise required by applicable law, the binding version of all of the foregoing shall be the English version. 

  

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	42.0	REVIEW BY LEGAL COUNSEL 

  

	42.1	Each of the parties agrees that it has read and had the opportunity to review this AGREEMENT with its legal counsel. Accordingly, the rule of construction that any ambiguity
contained in this AGREEMENT shall be construed against the drafting party shall not apply. 

 IN WITNESS WHEREOF, the parties hereto
have caused this AGREEMENT to be executed by their duly authorized representatives as of the EFFECTIVE DATE. 
  

									
	MERCK & Co., INC.	 		 	WuXi PharmaTech Co., Ltd.
					
	By:	 	  
	 		 	By:	 	  

	Name:	 	*	 		 	Name:	 	GE LI
	Title:	 	VP Global Procurement	 		 	Title:	 	CEO

  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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 ATTACHMENT I 
 CONFIDENTIALITY AGREEMENT 
  

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 MUTUAL CONFIDENTIALITY AGREEMENT 
 This Mutual Confidentiality Agreement (this “AGREEMENT”) entered into by and between MERCK & CO., INC., having a place of business at
One Merck Drive, Whitehouse Station, New Jersey 08889-0100 (“MERCK”) and WuXi Pharmatech Co., Ltd., a Chinese corporation, having an address at 288 Fu Te ZhongLu, WaiGaoQiao Free Trade Zone, Shanghai, P.R. China (“WXPT”) confirms
the terms under which a party or its “AFFILIATES” (as hereinafter defined) has disclosed or may hereafter disclose to the other party certain confidential and proprietary information for the sole purpose of providing services, pursuant to
the Full Time Equivalents Agreement for Services dated as of October 1, 2006 by and between Merck & Co., Inc. and WuXi Pharmatech Co., Ltd. MERCK and WXPT agree that any and all information, know-how, and data, whether oral, written,
or graphical, that is disclosed or provided by MERCK or its AFFILIATES to WXPT or by WXPT to MERCK or its AFFILIATES (including any analysis, products, or conclusions drawn or derived therefrom), whether labeled as confidential/proprietary, or that
may be derived from or related to any visits by personnel of one party to the location of the other or that may be otherwise known to one party through its visits or contacts with the other (hereinafter individually and collectively referred to as
“INFORMATION”) shall be disclosed and used by the parties subject to the following terms and conditions: 
  

	1.	MERCK and WXPT shall keep all INFORMATION of the other party in confidence and will not, without the disclosing party's prior written consent, disclose any INFORMATION of the
disclosing party to any person or entity, except those officers, employees, agents, or AFFILIATES of the receiving party who directly require the INFORMATION. Each officer, employee, agent, or AFFILIATE to whom INFORMATION is to be disclosed shall
be advised by the receiving party of the terms of this AGREEMENT and shall be bound by the confidentiality and non-use obligations herein, mutatis mutandis. Both parties shall take all reasonable precautions to prevent INFORMATION of the
other party from being disclosed to any unauthorized person or entity. For the purposes of this AGREEMENT, the term “AFFILIATE” shall mean: (1) any corporation or business entity fifty percent (50%) or more of the voting stock or
voting equity interests of which are owned directly or indirectly by such party; or (2) any corporation or business entity which directly or indirectly owns fifty percent (50%) or more of the voting stock or voting equity interests of such
party; or (3) any corporation or business entity directly or indirectly controlling or under control of a corporation or business entity described in (1) or (2). 

  

	2.	MERCK and WXPT shall not use, either directly or indirectly, any INFORMATION of the other party disclosed to it hereunder, irrespective of whether such INFORMATION is disclosed
prior to the effective date of this AGREEMENT, for any purpose other than for the sole purpose set forth hereinabove without the disclosing party's prior written consent. 

  

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	3.	The obligations of confidentiality set forth herein shall not apply to any INFORMATION that is: 

  

	 	(a)	lawfully possessed at any time by the receiving party prior to receipt from the disclosing party, as evidenced by the receiving party's written records; or 


 

	 	(b)	published or available to the general public otherwise than through the receiving party's breach of this AGREEMENT, or its breach of any other obligation of confidentiality; or


  

	 	(c)	obtained by the receiving party from a third party with a valid right to disclose such INFORMATION, provided that said third party is not under a confidentiality obligation to the
disclosing party; or 

  

	 	(d)	independently developed by employees or agents of the receiving party who had no knowledge of the disclosing party's INFORMATION, as evidenced by the receiving party's written
records. 

 Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely
because individual features are published or available to the general public or in the rightful possession of the receiving party unless the combination itself and principle of operation are published or available to the general public or in the
rightful possession of the receiving party. 
  

	4.	All INFORMATION, without limitation, shall remain the property of the disclosing party. Neither party shall acquire any license or any other intellectual property interest in any
INFORMATION disclosed to it by the disclosing party. Further, disclosure of INFORMATION shall not result in any obligation to grant the receiving party any right in and to said INFORMATION. 

  

	5.	Any and all discoveries, improvements and/or inventions by WXPT, whether patentable, resulting from WXPT's use of MERCK INFORMATION shall be the sole and exclusive property of
MERCK, and shall be deemed to be MERCK INFORMATION for purposes of this AGREEMENT. Within * days of any discovery, improvement, or invention, WXPT shall notify MERCK, in writing, of the event and shall assist MERCK in protecting MERCK's proprietary
rights to said discovery, improvement and/or invention. 

  

	6.	WXPT shall not perform or have performed any toxicity testing on COMPOUND, or any MERCK-designated key raw material used to manufacture COMPOUND, unless and until WXPT provides
(i) written notice to MERCK and (ii) an opportunity for the parties to consult on the necessity and/or desirability of such toxicity testing. 

  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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	7.	WXPT hereby declares that as of the date of execution of this AGREEMENT it is not manufacturing, producing, formulating, packaging, labeling, warehousing, quality control testing
(including in-process, release and stability testing), releasing, or shipping any chemical entity classified as penicillins or other beta-lactam antibiotics such as cephalosporins or carbapenems, steroids, hormones, alkaloids, controlled substances,
LIVE AGENTS, cytotoxic drug substances, pesticides, herbicides, fungicides, or other toxic non-drug substances in, from, or to the facility to be used to process COMPOUND (collectively, the “CROSS-CONTAMINATION ACTIVITIES”). The term
“LIVE AGENT” shall mean a product containing a living organism that causes infectious disease, including, but not limited to, viruses, bacteria, rickettsia, fungi, and protozoa. In the event that WXPT intends, during the course of WXPT's
activities in connection with the purpose of this AGREEMENT (as set forth hereinabove), to conduct any CROSS-CONTAMINATION ACTIVITIES, WXPT shall promptly notify MERCK in writing of its intention to do so, in order to allow MERCK to consider any
potential concerns regarding cross-contamination or regulatory requirements. In the event MERCK identifies such a potential concern, the parties will negotiate in good faith a resolution thereto. Notwithstanding the foregoing, WXPT shall not conduct
any CROSS-CONTAMINATION ACTIVITIES that MERCK identifies as presenting such a potential concern. 

  

	8.	Upon the written request of the disclosing party, the receiving party shall immediately either return to the disclosing party, or destroy, all INFORMATION of the disclosing party,
in accordance with the instructions of the disclosing party, including all notes, summaries, and translations that have been made regarding such INFORMATION, and all copies of the foregoing. In the event destruction is requested by the disclosing
party, the receiving party shall certify such destruction in writing. 

  

	9.	In the event that the party receiving any INFORMATION is required by judicial or administrative process to disclose any or all of the INFORMATION, said party shall promptly notify
the disclosing party and allow the disclosing party a reasonable time and opportunity to oppose such process before disclosing any INFORMATION. 

  

	10.	No agency or partnership relationship between MERCK and WXPT, either express or implied, shall be created by this AGREEMENT. Each party agrees to keep the existence and nature of
the relationship between the parties as well as the terms of this AGREEMENT confidential and not to use the names of the other parties in any publicity or advertisement with regard to this AGREEMENT, without the prior written consent of the other
party. 

  

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	11.	The confidentiality and non-use obligations created by this AGREEMENT shall be binding upon MERCK and WXPT, and shall inure to the benefit of, and be enforceable by, their
respective successors and assigns, and shall continue with respect to each item of INFORMATION until the earlier of (i) the occurrence of any of the conditions set forth in SECTION 3 with respect to such item, or (ii) the longest period
permitted by applicable law. 

  

	12.	This AGREEMENT embodies the entire understanding of the parties with respect to the subject matter hereof and supersedes and replaces any and all prior understandings and
arrangements, oral or written, relating to the INFORMATION except for any other confidentiality agreement between or among the parties hereto. 

  

	13.	This AGREEMENT shall be interpreted, construed and enforced in accordance with the laws of the State of New Jersey, without regard or reference to any of its rules or provisions
governing conflict of laws. 

  

	14.	The parties shall attempt to resolve amicably any dispute arising out of or relating to this AGREEMENT through good faith negotiations. In the event that said negotiations are not
successful, the dispute shall be resolved through arbitration before three (3) arbitrators. Such arbitration shall take place in Somerset County, New Jersey and shall proceed in accordance with the Commercial Arbitration Rules of the
International Chamber of Commerce (“ICC”) and the laws of the State of New Jersey without regard or reference to any of its rules or provisions governing conflict of laws. Within seven (7) calendar days of either party making a demand
for arbitration, MERCK and WXPT shall each select one (1) arbitrator. Within thirty (30) days of a demand for arbitration, a third arbitrator shall be selected by the arbitrators selected by the parties. If, within the prescribed time,
either party shall fail to appoint its arbitrator, or the two arbitrators selected by the parties fail to appoint the third arbitrator, then either party may apply to the ICC for the appointment of such third arbitrator. The determination of a
majority of the panel of arbitrators shall be the decision of the arbitrators and shall be binding upon the parties regardless of whether one of the parties fails or refuses to participate in the arbitration. The decision of the arbitrators shall be
enforceable by any court of competent jurisdiction. Each party shall pay for its arbitrator, with all fees and expenses of the third arbitrator being split equally between the parties. All other expenses directly associated with holding an
arbitration proceeding shall be split equally between the parties. Either party may enter any arbitration award in any court having jurisdiction or may make application to any such court for a judicial acceptance of the award and an order of
enforcement, as the case may be. 

  

	15.	Notwithstanding anything to the contrary in SECTION 14, each party understands and agrees that any use or disclosure of INFORMATION of the other party in violation of this AGREEMENT
will cause such other party irreparable harm leaving it without an adequate legal remedy and shall therefore entitle the other party, among all other remedies, to injunctive relief from any court having jurisdiction. 

  

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	16.	If any provision of this AGREEMENT is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this AGREEMENT shall continue in full force and effect.
The parties shall negotiate in good faith to substitute a valid, legal, and enforceable provision that reflects the intent of such invalid or unenforceable provision. 

  

	17.	It is understood and agreed that no failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder. 

  

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 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the 1 day of October, 2006. 
  

									
	MERCK & CO., INC.	 		 	WUXI PHARMATECH CO., LTD.
					
	By:	 	  
	 		 	By:	 	  

	Name:	 	*	 		 	Name:	 	GE Li
	Title:	 	VP Global Procurement	 		 	Title:	 	CEO

  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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 ATTACHMENT II 
 COMPOUND SCHEDULE 
 This COMPOUND SCHEDULE is governed by the terms of the FTE AGREEMENT, dated
                            , between MERCK and WXPT 
  

			
	 Compound:
	  	[Compound Name]
		
	 Quantity needed:
	  	[amount]
		
	 Date required:
	  	[date]
		
	 Location of Synthesis:
	  	[Address] (the “Facility”)
		
	 Manufacture under cGMP
 Controls Required?
	  	[YES / NO]
		
	 If applicable, steps requiring
 cGMP controls:
	  	[List step numbers / Not Applicable]
		
	 Specifications:
	  	Purity of minimum *
		
		  	with individual impurity of maximum *
		
	Required Chemical	  	*
	 Identity testing:
	  	
		
	 Sample quantity required
 for MERCK’s approval:
	  	*

 Permitted use of MATERIALS: 
  

									
	 MERCK & CO., INC
	 		 	WuXi Pharmatech Co., Ltd.
	 By:
	 	  
	 		 	By:	 	  

	 Name:
	 	  
	 		 	Name:	 	  

	 Title:
	 	  
	 		 	Title:	 	  

	 Date:
	 	  
	 		 	Date:	 	  


  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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 ATTACHMENT III 
 FTE QUANTITY AND FEE SCHEDULE 
 The ANNUAL FTE RATE for * related SERVICES * for the period beginning on the
EFFECTIVE DATE and ending on * is *and includes * utilized by * to perform * under this AGREEMENT. As of * will be * and will remain fixed over the remainder of the TERM. 
 The ANNUAL FTE RATE for * related SERVICES * utilized * is * and includes * utilized by the FTE EMPLOYEES to perform the SERVICES under this AGREEMENT. * remain fixed over the TERM. * does not include * pursuant to
Section 6.3 of the AGREEMENT. 
 The ANNUAL FTE RATE for * related SERVICES and * SERVICES * is * and * by the
FTE EMPLOYEES to perform the SERVICES under this AGREEMENT. * 
 As of the EFFECTIVE DATE of this AGREEMENT, the total number of FTEs are allocated as
listed below: 
  

	*	

 The terms and conditions of this Attachment III, including the number of
FTE EMPLOYEES and the amount of the ANNUAL FTE RATES may only be changed by an amendment to this Attachment III that is signed by the parties hereto. 
  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

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 ATTACHMENT IV 
 Name and Address of all WXPT FACILITIES 
  

	1.	WuXi PharmaTech Co., Ltd. laboratories, 288 FuTe ZhongLu, Waigaoqiao Free Trade Zone, Shanghai, P.R.China. 

  

	2.	Shanghai PharmaTech Co., Ltd. laboratories, 288 FuTe ZhongLu, Waigaoqiao Free Trade Zone, Shanghai, P.R.China. 

  

	3.	Shanghai PharmaTech Co., Ltd. laboratories, Building 54, 199 RiYing BeiLu, Waigaoqiao Free Trade Zone, Shanghai, P.R.China. 

  

	4.	TianJin PharmaTech Co., Ltd. laboratories, 111 Huanghai Road, Tianjin Economic-Technological Area ,Tianjin, P.R.China. 

  

	5.	Shanghai SynTheAll Pharmaceutical Co., Ltd. plant, Guihua San Road, (west) Shanghai Chemical Park, Shanghai, P.R.China. 

  

	6.	SuZhou PharmaTech Co., Ltd. laboratories, WuZhong Technology Park, WuZhong District, SuZhou, P.R.China. 

  

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 WORK ORDER #l 
 This WORK ORDER #1 is attached to and made a part of that certain Full Time Equivalents Agreement For Services Agreement by and between Merck & Co., Inc. (“MERCK”) and WuXi PharmaTech Co., Ltd., (“WXPT”), dated
as of 1 October 2006 (the “Agreement”). All capitalized terms not defined in this WORK ORDER #1 are as defined in the Agreement. 
  

	*	

 Merck Contacts: 
 Scientific/Technical Contact(s): 
 * 

 Global Basic & Preclinical Sourcing 
 Merck & Co., Inc. 
 770 Sumneytown Pike, WP26-462 
 West Point, PA 19486 
 Business Contact(s):

 * 
 Research Procurement

 Merck & Co., Inc. 
 Two Merck Drive, WS1W16 
 Whitehouse Station, NJ 08889 
 Supplier Contact(s): 
 Scientific Contact(s): 
 Angela Wong, Ph.D. 
 VP of Service Biology

 No. 1 Building, 288 Fu Te ZhongLu 
 WaiGaoQiao Free Trade Zone 
 Shanghai, P.R. China 
 Business Contact(s): 
 Ge Li, Ph.D. 
 CEO & Chairman 
 No. 1 Building,
288 Fu Te ZhongLu 
 WaiGaoQiao Free Trade Zone 
 Shanghai, P.R. China 
  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

 1 








 Materials and Data to Be Supplied By MERCK: 
 MERCK will provide *  
 Project Description: 
 Project Objective Outline 
 This WORK
ORDER #1 encompasses * as more fully described in ATTACHMENT 1 
 TO WORK ORDER #1, which is attached hereof and make a part hereof.

 Detailed Protocol of SERVICES 
 As set forth in ATTACHMENT 1 TO WORK ORDER #1 
 Timeframe for the Performance of the SERVICES: 
 Start Date: On or about * 
 Completion Date: On or about *  
 Deliverables: 
 STUDY REPORT: 
  

	 	•	 	 A detailed STUDY REPORT will be provided by WXPT to * 


  

	 	•	 	 The STUDY REPORTS should consist of the following 


    * 
 This WORK ORDER #1 will be performed *. 
 Cost Breakdown for this WORK ORDER #1: 
  

			
	 ITEM DESCRIPTION & BREAKDOWN
	  	Fee
	 Cost to evaluate * over a *
	  	*
	 Total Fee:
	  	*

  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

 2 








 Payment terms: 
 MERCK shall pay WXPT an amount not to exceed * for all costs and expenses associated with carrying out this WORK ORDER #1. 
 Payment shall be made as follows: 
 * due within * days of * due within * days of * due within * days of *
due within * days of * 
 The following sections of the FTE Agreement shall not apply to this WORK ORDER #1: 
  

	 	!	6.2 Annual FTE RATE 

  

	 	!	Appendix III FTE QUANTITY AND FEE SCHEDULE. 

  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 

  

 3 








 IN WITNESS WHEREOF, the parties hereto have caused this WORK ORDER to be executed by their duly authorized
representatives, effective as of the date of the last signature set forth below. 
  

			
	WUXI PHARMATECH CO., LTD.
		
	BY:	 	  

		 	WuXi PharmaTech Co., Ltd. authorized representative
		
	NAME:	 	Ge. Li, Ph.D.
		
	TITLE:	 	Chief Executive Officer
		
	DATE:	 	December 13, 2006

  

									
	MERCK & CO., INC.	 		 		 	
					
	BY:	 	  
	 		 	BY:	 	  

		 	MERCK authorized representative	 		 		 	MERCK authorized representative
					
	NAME:	 	  
	 		 	NAME:	 	  

	TITLE:	 	  
	 		 	TITLE:	 	  

	DATE:	 	  
	 		 	DATE:	 	  


  

 4 








 ATTACHMENT 1 
 TO 
 WORK ORDER #1 
 * 
 FACILITY: Shanghai PharmaTech Co., Ltd. laboratories, 288 FuTe ZhongLu, WaiGaoQiao, Shanghai, 200131 

Summary of Method 
 Study Design (Overview) 

	 	!	At least * are to be evaluated. In this example, * were evaluated. The same procedure should be followed for the *to be evaluated. 


	 	!	COMPOUNDS will be * MERCK will provide * 


	 	!	* 


	 	!	For each COMPOUND, * 


	 	!	* 


	 	!	Concentration of COMPOUND * will be determined by*of each COMPOUND will be provided by * 

 Detailed Protocol 
 * 
  


	*	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.