Share Exchange Agreement



 Exhibit 4.8 
 Dated June 4, 2007 
 The persons and entities named as Vendors herein 
 and 
 WuXi PharmaTech (Cayman) Inc.

 (Purchaser) 
 Share Exchange Agreement 
 relating to WuXi PharmaTech (BVI) Inc. 







 This Agreement is made on June 4, 2007, 
 AMONG: 
  

	(1)	The persons and entities whose names are set out in Schedule 1 Part A hereto (the “Ordinary Share Vendors”); 

  

	(2)	The persons and entities whose names are set out in Schedule 1 Part B hereto (the “Preferred Share Vendors”); 

  

	(3)	J. P. Morgan Securities Ltd., a company incorporated with limited liability under the laws of England and Wales (“JP Morgan”); (the Ordinary Share Vendors, the
Preferred Share Vendors and JP Morgan are together the “Vendors”); and 

  

	(4)	WuXi PharmaTech (Cayman) Inc., a company incorporated under the laws of Cayman Islands with its registered office at P.O. Box 309GT, Ugland House, South Church Street, George Town,
Grand Cayman, Cayman Islands (the “Purchaser”). 

 RECITALS 
  

	(A)	A corporate reorganization involving WuXi PharmaTech (BVI) Inc. (the “Company”) will take place whereby the Company will become a wholly-owned subsidiary of the
Purchaser. 

  

	(B)	Pursuant to the corporate reorganization, the Vendors will sell to the Purchaser and the Purchaser will purchase from the Vendors the entire issued share capital of the Company in
exchange for the same proportional equity interests in the Purchaser as their proportional interests in the Company, subject to and upon the terms and conditions of this Agreement. 

  

	(C)	In connection with the corporate reorganization, 

 (i) the
Company and the Purchaser will enter into an Assignment and Assumption Agreement, dated as of the date hereof, relating to (a) that certain Share Subscription Agreement (“SSA”) and Note Purchase Agreement
(“NPA”), each dated 26 January 2007, (b) a Second Amended and Restated Joint Venture Agreement (the “JV Agreement”), dated 9 February 2007, and (c) eight (8) Convertible Notes issued
pursuant the NPA (the “Notes”), pursuant to which the Company will transfer, convey, assign and deliver to the Purchaser all rights, title, benefit, privileges and interest of the Company under the SSA, NPA, JV Agreement and Notes,
and the Purchaser will irrevocably accept the assignments and assume all rights, obligations and liabilities of the Company under the SSA, NPA, JV Agreement and Notes, 
 (ii) the Company, the Purchaser and each party to that certain Registration Rights Agreement (the “Reg Rights Agreement”), dated 9 February 2007, will terminate the Registration Rights Agreement
and enter into a new agreement relating to the subject matter contained therein, dated as of the date hereof, 







 (iii) the Company, the Purchaser and each holder of options or similar agreements to purchase equity
securities of the Company, will enter into an Option Assumption Agreement, dated as of the date hereof, pursuant to which the Purchaser will assume all of the options presently in issue of the Company and each holder of such options will cancel all
of such options held by such holder, and waive all of the rights of such holder with respect to any such option held by such holder, and 
 (iv) the Purchaser will amend and restate its memorandum and articles of association in substantially the form attached hereto as Exhibit A (the “Purchaser’s M&AA”) in order to, among other things, preserve
the rights and preferences of the shareholders of the Company following the corporate reorganization. 
 OPERATIVE PROVISIONS 
  

	1.	Interpretation 

  

	1.1	In this Agreement and the Schedules hereto the following words and expressions shall, where the context so admits, bear the following meanings: 

  

			
	“Agreement”	  	this Agreement;
		
	“Business Day”	  	a day (not being a Saturday) on which banks generally are open for business in the PRC;
		
	“Companies Law”	  	The Companies Law (Law 3 of 1961, as consolidated and revised) of the Cayman Islands;
		
	“Company”	  	WuXi PharmaTech (BVI) Inc., a company incorporated under the laws of the British Virgin Islands;
		
	“Completion”	  	completion of this Agreement as provided in Clause 4 below;
		
	“Completion Date”	  	on or before                     , 2007 or such later date as shall be agreed among the
Parties;
		
	“Consideration Shares”	  	the Ordinary Consideration Shares and the Preferred Consideration Shares;
		
	“JV Agreement”	  	the Second Amended and Restated Joint Venture Agreement, dated as of February 9, 2007, by and among the Company and the persons and entities named therein;
		
	“M&AA”	  	the Memorandum and Articles of Association of the Company, as amended from time to time;









			
	“Ordinary Consideration Shares”	  	3,598,029 ordinary shares, par value US$1.00 each, in the share capital of the Purchaser to be issued and allotted in exchange for the Ordinary Sale Shares;
		
	“Ordinary Sale Shares”	  	3,598,029 ordinary shares, par value US$1.00 each, in the capital of the Company constituting the entire issued ordinary share capital thereof;
		
	“Parties”	  	the parties to this Agreement and “Party” means any of them;
		
	“PRC”	  	The People’s Republic of China;
		
	“Preferred Consideration Shares”	  	the Series A Preferred Consideration Shares, Series B Preferred Consideration Shares and Series C Preferred Consideration Shares;
		
	“Preferred Sale Shares”	  	417,974 Series A preferred shares, par value US$0.01 each, 2,656,378 Series B preferred shares, par value US$0.01, and 1,255,619 Series C preferred shares, par value US$0.01 each, in the capital
of the Company;
		
	“Sale Shares”	  	the Ordinary Sale Shares and the Preferred Sale Shares;
		
	“Series A Consideration Preferred Shares”	  	417,974 series A preferred shares, par value US$0.01 each, in the share capital of the Purchaser to be issued and allotted in exchange for the relevant Preferred Sale Shares;
		
	“Series B Consideration Preferred Shares”	  	2,656,378 series B preferred shares, par value US$0.01 each, in the share capital of the Purchaser to be issued and allotted in exchange for the relevant Preferred Sale Shares;
		
	“Series C Consideration Preferred Shares”	  	1,255,619 series C preferred shares, par value US$0.01 each, in the share capital of the Purchaser to be issued and allotted in exchange for the relevant Preferred Sale Shares;
		
	“US$”	  	United States dollars, the lawful currency of the United States.

  

	1.2	Words and expressions defined in the Companies Law shall (unless the context clearly does not so permit) bear the same meanings where used in this Agreement.


  

	1.3	The ejusdem generis rule of construction shall not apply to this Agreement and accordingly general words shall not be given a restrictive meaning by reason of their being preceded
or followed by words indicating a particular class or examples of acts matters or things. 









	1.4	Words importing the singular shall include the plural and vice versa, words importing any gender shall include all other genders and references to persons shall include corporations
and unincorporated associations. 

  

	1.5	References in this Agreement to any agreed draft document or any document in agreed form are references to the document described in the form of the draft agreed between the
parties. 

  

	1.6	References to this Agreement shall include the Schedules hereto which shall form part hereof and shall have the same force and effect as if expressly set out in the body of this
Agreement. 

  

	1.7	The Clause headings in this Agreement are for convenience only and shall not affect the interpretation hereof. 

  

	1.8	The obligations of the Vendors shall, save where the context expressly requires to the contrary, be several. 

  

	2.	Agreement to Sell and Purchase 

  

	2.1	On and subject to the terms of this Agreement, each of the Vendors as beneficial owners shall sell those of the Sale Shares set against their respective names in column (2) of
Schedule 1 Parts A and B, and the Purchaser agrees to purchase the same in each case free from all liens, charges, encumbrances and other equities of any description and together with all rights and benefits now and hereafter attaching
thereto, including (without limitation) all rights to dividends and other distributions hereafter paid declared or made in respect of the Sale Shares. 

  

	2.2	The Vendors hereby (i) waive all pre-emption, co-sale, right of first offer, right of first refusal and similar or other rights over the Sale Shares or any of them or any
proceeds deriving therefrom to which they or any other person may be entitled under the M&AA, the JV Agreement and any law or regulation or otherwise in relation to the sale and purchase of the same hereunder, (ii) consent to the transfer
of any Sale Shares that are subject to transfer restrictions, and (iii) further waive on their behalf all notice periods set forth in the M&AA, the JV Agreement and any law or regulation or otherwise with respect to such pre-emption,
co-sale, right of first offer, right of first refusal, transfer restrictions and similar or other rights over the Sale Shares or any of them. 

  

	2.3	Nothing in this Agreement shall obligate the Purchaser to buy any of the Sale Shares or otherwise complete this Agreement unless the sale and purchase of all of the Sale Shares are
completed simultaneously. 

  

	3.	Consideration 

  

	3.1	The consideration payable by the Purchaser to each Vendor for its Sale Shares shall be satisfied or deemed to have been satisfied in full by the Purchaser allotting and issuing to
such Vendor the number of Consideration Shares as set against its name in Column (3) of Schedule 1 Parts A and B, credited as fully paid. 

  








	3.2	The Consideration Shares shall be allotted and issued as fully paid, validly issued and non-assessable and shall have such rights, preferences and privileges as set forth in the
Purchaser’s M&AA. 

  

	4.	Completion 

  

	4.1	Unless otherwise agreed, Completion shall take place at the offices of the Company’s principal place of business on or before 5:00 p.m. on the Completion Date.


  

	4.2	On Completion: 

  

	 	(a)	each Vendor shall sell, assign, transfer and deliver and shall consent to the other Vendors’ selling, assigning, transferring and delivering to the Purchaser duly executed
instruments of transfer of such Vendor’s Sale Shares in favor of the Purchaser together with the share certificates therefor; 

  

	 	(b)	the Vendors shall procure that a written resolution of all directors be passed at which the following shall be approved: 

  

	 	(i)	the transfers of the Sale Shares; 

  

	 	(ii)	the entry of the name of the Purchaser into the register of members of the Company; and 

  

	 	(iii)	all such other business as the Purchaser shall reasonably require to vest in the Purchaser the beneficial ownership of the Sale Shares; and 

  

	 	(c)	the Purchaser shall procure that a written resolution of all of its directors be passed at which the appointment of all current directors of the Company to the board of directors of
the Purchaser shall be approved. 

  

	4.3	Subject to the conclusion of the matters referred to in Clause 4.2 above, the Purchaser shall within three (3) Business Days from the Completion Date: 


 

	 	(i)	issue and allot the Consideration Shares, credited as fully paid to each of the Vendors as set out in Clause 3 above; and 

  

	 	(ii)	deliver to the Vendors a copy of the register of members of the Purchaser evidencing the issue and allotment of the relevant number of the Consideration Shares to the Vendors
respectively. 

  

	5.	Vendor Warranty 

 Each of the Vendors hereby
represents, warrants and undertakes to the Purchaser that it is the absolute beneficial owner of the number of Sale Shares (or otherwise has full 







 power to sell, assign and transfer to the Purchaser full legal and beneficial interest in the number of
Sale Shares and beneficial ownership of the number of Sale Shares) set against its name in column (2) of Schedule 1 Parts A or B as the case may be, and each of the Sale Shares is and will at Completion be free from all charges, liens,
encumbrances and equities whatsoever. 
  

	6.	Further Assurance 

 The Vendors hereby agree to do,
execute and perform any such further acts, documents and things as the Purchaser may reasonably require to vest in the Purchaser the beneficial ownership of the Sale Shares free from all charges, liens, encumbrances and other adverse interests and
to vest the benefit of this Agreement in the Purchaser. 
  

	7.	Survival of Agreement 

 This Agreement (and in
particular the warranties, representations, covenants, agreements and undertakings of the Vendors hereunder) shall, insofar as the terms hereof remain to be performed or are capable of subsisting, remain in full force and effect after and
notwithstanding Completion. 
  

	8.	Successors and Assigns 

 This Agreement shall not be
assignable by the Vendors (save as expressly permitted herein) but shall be binding upon and inure for the benefit of each Party’s successors in title. 
  

	9.	Announcements 

 Save in respect of statutory returns
or matters required to be disclosed by law or other governmental or regulatory authorities or in connection with the proposed listing of the share capital of the Purchaser on any stock exchange, none of the parties hereto shall make any press
statement or other public announcement in connection with this Agreement without the prior written approval of the text of such statement or announcement by the Purchaser. 
  

	10.	Notices  

 Any notice required to be given hereunder
shall be in writing in the English language and shall be served by sending the same by prepaid recorded post, facsimile or by delivering the same by hand to the address of the Party or Parties in question as set out below (or such other address as
such Party or Parties shall notify the other Parties of in accordance with this clause). Any notice sent by post as provided in this clause shall be deemed to have been served five Business Days after dispatch and any notice sent by facsimile as
provided in this clause shall be deemed to have been served at the time of dispatch and, in proving the service of the same, it will be sufficient to prove, in the case of a letter, that such letter was properly stamped, addressed and placed in the
post; and, in the case of a facsimile, that such facsimile was duly dispatched to a current facsimile number of the addressee. 







 To the Ordinary Share Vendors 
  

			
	 Name
	 	: Ge Li
	 Address
	 	: No. 1 Building, #288 FuTe ZhongLu, Waigaoqiao Free Trade Zone, Shanghai 200131, P.R.China
	 Fax
	 	: 86-21-50463718
		
	 Name
	 	: John Baldwin
	 Address
	 	: 621 Gypsy Hill CR Gwynedd VLY PA 19437, USA
	 Fax
	 	: (1-215) 628 3675
		
	 Name
	 	: Kaifu Limited
	 Address
	 	: Room 1706,No.6 Building Kingdom Garden, No.9,Wen Hui Yuan North Road, Haidian District, Beijing 100088, P.R.China
	 Fax
	 	: N/A
		
	 Name
	 	: Rexbury Limited
	 Address
	 	: No. 5 Bridge, Mashan, Binhu District, Wuxi, Municipality, Jiangsu Province, P.R. China
	 Fax
	 	: 86-510-8599-4817
		
	 Name
	 	: J.P. Morgan Trust Company of Delaware, as Trustee of the Ge Li 2006 Grantor Retained Annuity Trust
	 Address
	 	: c/o Dr. Li Ge, No. 1 Building, #288 FuTe ZhongLu, Waigaoqiao Free Trade Zone, Shanghai 200131, P.R.China
	 Fax
	 	: 86-21-50463718
		
	 Name
	 	: J.P. Morgan Trust Company of Delaware, as Trustee of the Ning Zhao 2006 Grantor Retained Annuity Trust
	 Address
	 	: c/o Dr. Zhao Ning, No. 1 Building, #288 FuTe ZhongLu, Waigaoqiao Free Trade Zone, Shanghai 200131, P.R.China
	 Fax
	 	: 86-21-50463718
		
	 Name
	 	: I-Invest World Ltd
	 Address
	 	: c/o Liu Xiaozhong, No. 1 Building, #288 FuTe ZhongLu, Waigaoqiao Free Trade Zone, Shanghai 200131, P.R.China
	 Fax
	 	: 86-21-50463718
		
	 Name
	 	: AssetValue Ltd
	 Address
	 	: c/o Lin Tao, No. 1 Building, #288 FuTe ZhongLu, Waigaoqiao Free Trade Zone, Shanghai 200131, P.R.China
	 Fax
	 	: 86-21-50463718
		
	 Name
	 	: i-growth Ltd
	 Address
	 	: c/o Zhang Zhaohui, No. 1 Building, #288 FuTe ZhongLu, Waigaoqiao Free Trade Zone, Shanghai 200131, P.R.China
	 Fax
	 	: 86-21-50463718
		
	Name	 	: Walter C. Greenblatt
	Address	 	: 430 Nassau Street, Princeton, NJ08540, USA
	Fax	 	: 1-609-497 1282









			
	Name	 	: EWEP Inc.
	Address	 	: Building 15, Room 2404, 233 Nong, PuMing Lu, Shanghai 200120, P.R. China
	Fax	 	: 86-21-58798123
	Attention	 	: Mr. Shuo Li
		
	Name	 	: NJZ Advance Limited
	Address	 	: Room 305, Block 15, 233 Nong, PuMing Lu, Shanghai 200120, P.R.China
	Fax	 	: 86-21-58766536
	Attention	 	: Mr. Jun Zhao
	
	To the Preferred Share Vendors
		
	Name	 	: UOB Hermes Asia Technology Fund
	Address	 	: c/o UOB Venture Management Pte Ltd, 80 Raffles Place #30-20, UOB Plaza 2, Singapore 048624
	Fax	 	: (65) 6538 2569
		
	Name	 	: UOB JAIC Venture Bio Investments Limited
	Address	 	: UOB Bioventures Management Pte Ltd, 80 Raffles Place #30-20, UOB Plaza 2, Singapore 048624
	Fax	 	: (65) 6538 2569
		
	Name	 	: UOB Venture Technology Investments Ltd
	Address	 	: c/o UOB Venture Management Pte Ltd, 80 Raffles Place #30-20, UOB Plaza 2, Singapore 048624
	Fax	 	: (65) 6538 2569
		
	Name	 	: TianDi Growth Capital L.P. (formerly New America, L.P.)
	Address	 	: 930 Winter Street, Waltham, MA 02451 USA
	Fax	 	: (1-781) 634 0202
		
	Name	 	: Fidelity Greater China Ventures Fund L.P.
	Address	 	: 17/F, One International Finance Center, 1 Harbour View Street, Central, Hong Kong
	Fax	 	: (852) 2509 0371
		
	Name	 	: General Atlantic Partners (Bermuda), L.P.
	Address	 	: Clarendon House, Church Street, Hamilton HM 11, Bermuda
	Fax	 	: (441) 299-4988
		
	Name	 	: GAP-W International, LLC
	Address	 	: Clarendon House, Church Street, Hamilton HM 11, Bermuda
	Fax	 	: (441) 299-4988
		
	Name	 	: GapStar, LLC
	Address	 	: c/o General Atlantic Service Company, LLC, 3 Pickwick Plaza,
	Greenwich, CT 06830, USA
	Fax	 	: (203) 302-3044









			
	Name	 	: GAP Coinvestments III, LLC
	Address	 	: c/o General Atlantic Service Company, LLC, 3 Pickwick Plaza, Greenwich, CT 06830, USA
	Fax	 	: (203) 302-3044
		
	Name	 	: GAP Coinvestments IV, LLC
	Address	 	: c/o General Atlantic Service Company, LLC, 3 Pickwick Plaza, Greenwich, CT 06830, USA
	Fax	 	: (203) 302-3044
		
	Name	 	: GAP Coinvestments CDA, L.P.
	Address	 	: c/o General Atlantic Service Company, LLC, 3 Pickwick Plaza, Greenwich, CT 06830, USA
	Fax	 	: (203) 302-3044
		
	Name	 	: GAPCO GmbH & Co. KG
	Address	 	: c/o General Atlantic GmbH, Koenigsallee 62, 40212, Dusseldorf, Germany
	Fax	 	: +4921160288857
		
	Name	 	: Fidelity Asia Ventures Fund L.P.
	Address	 	: 17/F, One International Finance Center, 1 Harbour View Street, Central, Hong Kong
	Fax	 	: (852) 2509 0371
		
	Name	 	: Fidelity Asia Principals Fund L.P.
	Address	 	: 17/F, One International Finance Center, 1 Harbour View Street, Central, Hong Kong
	Fax	 	: (852) 2509 0371


			
	
	To JP Morgan


			
		
	Name	 	: J. P. Morgan Securities Ltd., c/o J. P. Morgan Securities (Asia Pacific) Ltd.
	Address	 	: Chater House 25th Floor, 8 Connaught Road, Central, Hong Kong
	Fax	 	: (852) 2525-8298
	Attn	 	: Convertible Bonds

 To the Purchaser 
  

			
	Name	 	: WuXi PharmaTech (Cayman) Inc.
	Address	 	: No. 1 Building, #288 FuTe ZhongLu, Waigaoqiao Free Trade Zone, Shanghai 200131, P.R.China
	Fax	 	: (86-21) 5046 3718
	Attn	 	: Dr. Li Ge

  

	11.	General 

  








	11.1	The obligations and liabilities of any Party hereto shall not be prejudiced, released or affected by any time or forbearance or indulgence, release or compromise given or granted by
any person to whom such obligations and liabilities are owed or by any other person to such Party or any other Party so obliged or liable nor by any other matter or circumstance which (but for this provision) would operate to prejudice, release or
affect any such obligations except an express written release by all the parties to whom the relevant obligations and liabilities are owed or due. 

  

	11.2	This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same document.


  

	11.3	This Agreement represents the entire agreement between the Parties and it may only be varied by written document signed by all the Parties. 

  

	11.4	Except where expressly provided to the contrary, the rights and remedies reserved to the Parties or any of them under any provision of this Agreement or in any document to be
executed pursuant hereto shall be in addition and without prejudice to any other rights or remedies available to such Parties whether under this Agreement or any such document by statute common law or otherwise. 

  

	11.5	This Agreement shall be governed by and construed in accordance with the laws of New York and the parties hereby irrevocably undertake to submit themselves to the non-exclusive
jurisdiction of the courts of New York. 








 IN WITNESS whereof this Agreement has been duly executed by each of the Parties the day and year first before written.

 The Ordinary Share Vendors 
  

			
	 SIGNED by
 Ge Li
	  	 )
 )
 )
 /s/ Ge Li

		
	 SIGNED by
 for and on behalf of
 I-Invest World Ltd
	  	 )
 )
 )
 /s/ I-Invest World Ltd

		
	 SIGNED by
 for and on behalf of
 AssetValue Ltd
	  	 )
 )
 )
 /s/ AssetValue Ltd

		
	 SIGNED by
 for and on behalf of
 i-growth Ltd
	  	 )
 )
 )
 /s/ i-growth Ltd

		
	 SIGNED by
 for and on behalf of
 EWEP Inc.
	  	 )
 )
 )
 /s/ EWEP Inc.

		
	 SIGNED by
 for and on behalf of
 NJZ Advance Limited
	  	 )
 )
 )
 /s/ NJZ Advance Limited










			
	 SIGNED by
 for and on behalf of
 Kaifu Limited
	  	 )
 )
 )
 /s/ Kaifu Limited










			
	 SIGNED by
 for and on behalf of
 Rexbury Limited
	  	 )
 )
 )
 /s/ Rexbury Limited










			
	 SIGNED by
 for and on behalf of
 J.P. Morgan Trust Company of Delaware, as Trustee of the Ge Li 2006 Grantor Retained Annuity Trust
	  	 )
 )
 )
  
 /s/ J.P. Morgan Trust Company of Delaware, as Trustee of the Ge Li 2006 Grantor Retained Annuity Trust


  

			
	 SIGNED by
 for and on behalf of
 J.P. Morgan Trust Company of Delaware, as Trustee of the Ning Zhao 2006 Grantor Retained Annuity Trust
	  	 )
 )
 )
  
 /s/ J.P. Morgan Trust Company of Delaware, as Trustee of the Ning Zhao 2006 Grantor Retained Annuity Trust










			
	 SIGNED by
 John Baldwin
	  	 )
 )
 )
 /s/ John Baldwin










			
	 SIGNED by
 Walter Greenblatt
	  	 )
 )
 )
 /s/ Walter Greenblatt









 The Preferred Share Vendors 
  

			
	 SIGNED by
 for and on behalf of
 UOB Hermes Asia Technology Fund
	  	 )
 )
 )
  
 /s/ UOB Hermes Asia Technology Fund


  

			
	 SIGNED by
 for and on behalf of
 UOB JAIC Venture Bio Investments Limited
	  	 )
 )
 )
  
 /s/ UOB JAIC Venture Bio Investments Limited


  

			
	 SIGNED by
 for and on behalf of
 UOB Venture Technology Investments Ltd
	  	 )
 )
 )
  
 /s/ UOB Venture Technology Investments Ltd










			
	 SIGNED by
 for and on behalf of
 TianDi Growth Capital L.P.
	  	 )
 )
 )
 /s/ TianDi Growth Capital L.P.










			
		
	 SIGNED by
 for and on behalf of GAP (Bermuda) Limited,
the general partner of
 General Atlantic Partners (Bermuda), L.P.
	  	 )
 )
 )
 /s/ General Atlantic Partners (Bermuda),
L.P.

		
	 SIGNED by
 for and on behalf of
 GAP-W International, LLC
	  	 )
 )
 )
 /s/ GAP-W International, LLC

		
	 SIGNED by
 for and on behalf of General Atlantic LLC, the
sole member of
 GapStar, LLC
	  	 )
 )
 )
 /s/ GapStar, LLC

		
	 SIGNED by
 for and on behalf of
 GAP Coinvestments III, LLC
	  	 )
 )
 )
 /s/ GAP Coinvestments III, LLC

		
	 SIGNED by
 for and on behalf of
 GAP Coinvestments IV, LLC
	  	 )
 )
 )
 /s/ GAP Coinvestments IV, LLC

		
	 SIGNED by
 for and on behalf of General Atlantic LLC, the
general partner of
 GAP Coinvestments CDA, L.P.
	  	 )
 )
 )
 /s/ GAP Coinvestments CDA, L.P.

		
	 SIGNED by
 for and on behalf of GAPCO Management GmbH,
the general partner of
 GAPCO GmbH & Co. KG
	  	 )
 )
 )
 /s/ GAPCO GmbH & Co. KG










			
	FIDELITY ASIA VENTURES FUND L.P.
		
	By:	 	Fidelity Asia Partners, L.P., its General Partner
		
	By:	 	FIL Asia Ventures Limited, its General Partner
		
	By:	 	 /s/ Allan Pelvang

	Name:	 	Allan Pelvang
	Title:	 	Director
	
	FIDELITY ASIA PRINCIPALS FUND L.P.
		
	By:	 	Fidelity Asia Partners, L.P., its General Partner
		
	By:	 	FIL Asia Ventures Limited, its General Partner
		
	By:	 	 /s/ Allan Pelvang

	Name:	 	Allan Pelvang
	Title:	 	Director
	
	FIDELITY GREATER CHINA VENTURES FUND L.P.
		
	By:	 	FIL Greater China Ltd., its General Partner
		
	By:	 	 /s/ Ben Gifford

	Name:	 	Ben Gifford
	Title:	 	Director








 JP Morgan 
  

			
	 SIGNED by
 for and on behalf of
 J. P. Morgan Securities Ltd.
	  	 )
 )
 )
 /s/ J. P. Morgan Securities Ltd.









 The Purchaser 
  

			
	 SIGNED by
 director
 for and on behalf of
 WuXi PharmaTech (Cayman) Inc.
	  	 )
 )
 )
 /s/ Ge Li









 SCHEDULE 1 
 Part A 
 ORDINARY SHARE VENDORS 
  

							
	  	  	 Name of Ordinary Share Vendors
	  	 No. of Ordinary
 Sale Shares
	  	 No. of
 Ordinary Consideration
Shares

	 	  	(1)	  	(2)	  	(3)
	 1
	  	John Baldwin	  	159,911	  	159,911
	 2
	  	Ge Li	  	25,928	  	25,928
	 3
	  	Kaifu Limited	  	328,932	  	328,932
	 4
	  	Rexbury Limited	  	1,130,575	  	1,130,575
	 5
	  	J.P. Morgan Trust Company of Delaware, as Trustee of the Ge Li 2006 Grantor Retained Annuity Trust	  	399,891	  	399,891
	 6
	  	J.P. Morgan Trust Company of Delaware, as Trustee of the Ning Zhao 2006 Grantor Retained Annuity Trust	  	437,151	  	437,151
	 7
	  	I-Invest World Ltd	  	332,500	  	332,500
	 8
	  	AssetValue Ltd	  	330,500	  	330,500
	 9
	  	i-growth Ltd	  	365,112	  	365,112
	 10
	  	Walter C. Greenblatt	  	47,529	  	47,529
	 11
	  	EWEP Inc.	  	20,000	  	20,000
	 12
	  	NJZ Advance Limited	  	20,000	  	20,000
				
		  	 Total:
	  	3,598,029	  	3,598,029

  







 Part B 
 PREFERRED SHARE VENDORS 
 Series A preferred shares 
  

							
	 	  	 Name of Preferred Share Vendors
	  	 No. of Preferred
 Sale Shares
	  	 No. of
 Series A Consideration
Preferred Shares

	 	  	(1)	  	(2)	  	(3)
	 1
	  	Fidelity Greater China Ventures Fund L.P.	  	232,050	  	232,050
	 2
	  	UOB JAIC Venture Bio Investments Limited	  	45,056	  	45,056
	 3
	  	UOB Hermes Asia Technology Fund	  	140,868	  	140,868
				
		  	 Total:
	  	417,974	  	417,974

  







 Series B preferred shares 
  

							
	 	  	 Name of Preferred Share Vendors
	  	 No. of Preferred
 Sale Shares
	  	 No. of
 Series B Consideration
Preferred Shares

	 	  	(1)	  	(2)	  	(3)
	 1
	  	UOB Venture Technology Investments Ltd.	  	256,978	  	256,978
	 2
	  	UOB Hermes Asia Technology Fund	  	582,917	  	582,917
	 3
	  	UOB JAIC Venture Bio Investments Limited	  	313,083	  	313,083
	 4
	  	The Fidelity Greater China Venture Fund L.P.	  	1,008,000	  	1,008,000
	 5
	  	TianDi Growth Capital L.P.	  	495,400	  	495,400
				
		  	 Total:
	  	2,656,378	  	2,656,378

  







 Series C preferred shares 
  

							
	 	  	 Name of Preferred Share Vendors
	  	 No. of Preferred
 Sale Shares
	  	 No. of
 Series C Consideration
Preferred Shares

	 	  	(1)	  	(2)	  	(3)
	 1
	  	General Atlantic Partners (Bermuda), L.P.	  	607,157	  	607,157
	 2
	  	GAP-W International, LLC	  	230,987	  	230,987
	 3
	  	GapStar, LLC	  	13,859	  	13,859
	 4
	  	GAP Coinvestments III, LLC	  	55,296	  	55,296
	 5
	  	GAP Coinvestments IV, LLC	  	12,944	  	12,944
	 6
	  	GAP Coinvestments CDA, L.P.	  	1,155	  	1,155
	 7
	  	GAPCO GmbH & Co. KG	  	2,550	  	2,550
	 8
	  	Fidelity Asia Ventures Fund L.P.	  	319,747	  	319,747
	 9
	  	Fidelity Asia Principals Fund L.P.	  	11,924	  	11,924
				
		  	 Total:
	  	1,255,619	  	1,255,619

  







 EXHIBIT A 
 PURCHASER’S M&AA