-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MJww4QZCPdMPCxZCwTDwSTUgQSsWjX53SnYpDKEqATjFsZq+sCyXs7U/ueW5roRX t9VOfdzff9zd+sWakdRYYg== 0001104659-10-021871.txt : 20100427 0001104659-10-021871.hdr.sgml : 20100427 20100426180637 ACCESSION NUMBER: 0001104659-10-021871 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100427 DATE AS OF CHANGE: 20100426 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS, LLC GROUP MEMBERS: WARBURG PINCUS X L.P. GROUP MEMBERS: WARBURG PINCUS X LLC GROUP MEMBERS: WARBURG PINCUS X PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WuXi PharmaTech (Cayman) Inc. CENTRAL INDEX KEY: 0001403132 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83350 FILM NUMBER: 10771295 BUSINESS ADDRESS: STREET 1: 288 FUTE ZHONG ROAD STREET 2: WAIGAOQIAO FREE TRADE ZONE CITY: SHANGHAI STATE: F4 ZIP: 200131 BUSINESS PHONE: 86-21-5046-1111 MAIL ADDRESS: STREET 1: 288 FUTE ZHONG ROAD STREET 2: WAIGAOQIAO FREE TRADE ZONE CITY: SHANGHAI STATE: F4 ZIP: 200131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P. CENTRAL INDEX KEY: 0001414565 IRS NUMBER: 200849130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 a10-8744_1sc13da.htm SC 13D/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D/A

(Amendment No. 2)

Under the Securities Exchange Act of 1934*

WuXi PharmaTech (Cayman) Inc.

(Name of Issuer)

Ordinary Shares, Par Value $0.02 Per Share

(Title of Class of Securities)

929352102

(CUSIP Number)

Scott A. Arenare, Esq.

Managing Director and General Counsel

Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

(212) 878-0600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With a copy to:

Steven J. Gartner, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

April 26, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 929352102

	1	Name of Reporting Persons Warburg Pincus Private Equity X, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds WC

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 36,084,320*

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 36,084,320*

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 36,084,320*

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 6.6%**

	14	Type of Reporting Person PN

* See Item 5.

** Calculated based upon 550,609,256 ordinary shares outstanding as of December 31, 2009, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on March 10, 2010.

CUSIP No. 929352102

	1	Name of Reporting Persons Warburg Pincus X Partners, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds WC

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 1,154,392*

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 1,154,392*

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,154,392*

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 0.2%**

	14	Type of Reporting Person PN

* See Item 5.

** Calculated based upon 550,609,256 ordinary shares outstanding as of December 31, 2009, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on March 10, 2010.

CUSIP No. 929352102

	1	Name of Reporting Persons Warburg Pincus X, L.P.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds N/A

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 37,238,712*

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 37,238,712*

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 37,238,712*

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 6.8%**

	14	Type of Reporting Person PN

* See Item 5.

** Calculated based upon 550,609,256 ordinary shares outstanding as of December 31, 2009, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on March 10, 2010.

CUSIP No. 929352102

	1	Name of Reporting Persons Warburg Pincus X LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds N/A

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 37,238,712*

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 37,238,712*

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 37,238,712*

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 6.8%**

	14	Type of Reporting Person OO

* See Item 5.

** Calculated based upon 550,609,256 ordinary shares outstanding as of December 31, 2009, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on March 10, 2010.

CUSIP No. 929352102

	1	Name of Reporting Persons Warburg Pincus Partners, LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds N/A

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 37,238,712*

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 37,238,712*

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 37,238,712*

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 6.8%**

	14	Type of Reporting Person OO

* See Item 5.

** Calculated based upon 550,609,256 ordinary shares outstanding as of December 31, 2009, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on March 10, 2010.

CUSIP No. 929352102

	1	Name of Reporting Persons Warburg Pincus LLC

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds N/A

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 37,238,712*

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 37,238,712*

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 37,238,712*

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 6.8%**

	14	Type of Reporting Person OO

* See Item 5.

** Calculated based upon 550,609,256 ordinary shares outstanding as of December 31, 2009, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on March 10, 2010.

CUSIP No. 929352102

	1	Name of Reporting Persons Warburg Pincus & Co.

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds N/A

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 37,238,712*

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 37,238,712*

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 37,238,712*

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 6.8%**

	14	Type of Reporting Person PN

* See Item 5.

** Calculated based upon 550,609,256 ordinary shares outstanding as of December 31, 2009, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on March 10, 2010.

CUSIP No. 929352102

	1	Name of Reporting Persons Charles R. Kaye

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds N/A

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 37,238,712*

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 37,238,712*

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 37,238,712*

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 6.8%**

	14	Type of Reporting Person IN

* See Item 5.

** Calculated based upon 550,609,256 ordinary shares outstanding as of December 31, 2009, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on March 10, 2010.

CUSIP No. 929352102

	1	Name of Reporting Persons Joseph P. Landy

	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds N/A

	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power -0-

			8	Shared Voting Power 37,238,712*

			9	Sole Dispositive Power -0-

			10	Shared Dispositive Power 37,238,712*

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 37,238,712*

	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 6.8%**

	14	Type of Reporting Person IN

* See Item 5.

** Calculated based upon 550,609,256 ordinary shares outstanding as of December 31, 2009, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on March 10, 2010.

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends the Schedule 13D originally filed on July 14, 2008 (as amended by Amendment No. 1 thereto filed on December 17, 2008, the “Schedule 13D”) by Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WPP X” and together with WP X, the “Funds”), Warburg Pincus X, L.P., a Delaware limited partnership and the sole general partner of each of the Funds (“WP X LP”), Warburg Pincus X LLC (“WP X LLC”), a New York limited liability company and the sole general partner of WP X LP, Warburg Pincus Partners, LLC (“WPP LLC”), a New York limited liability company and the sole member of WP X LLC, Warburg Pincus LLC, a New York limited liability company that manages each of the Funds (“WP LLC”), Warburg Pincus & Co. (“WP”), a New York general partnership and the managing member of WPP LLC, and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Co-President and Managing Member of WP LLC (Mr. Kaye, Mr. Landy, WP X, WPP X, WP X LP, WP X LLC, WPP LLC, WP LLC and WP collectively being referred to as the “Reporting Persons”). This Amendment No. 2 relates to the ordinary shares, par value $0.02 per share (the “Ordinary Shares”), of WuXi PharmaTech (Cayman) Inc., a Cayman Islands corporation (the “Company”). Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule 13D.

Item 2. Identity and Background

The first sentence of Item 2(b) of the Schedule 13D is hereby amended by replacing it in its entirety with the following:

(b) The address of the principal business and principal office of each of the Reporting Persons is 450 Lexington Avenue, New York, New York 10017.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by adding the following paragraphs at the end thereof:

Between June 12, 2009 and June 15, 2009, WP X purchased 146,513 American Depositary Shares (each of which represents eight Ordinary Shares (“ADSs”)) in the open market on the dates and at the prices set forth on Schedule II hereto (the “WP X Purchased Securities”).

Between June 12, 2009 and June 15, 2009, WPP X purchased 4,687 ADSs in the open market on the dates and at the prices set forth on Schedule II hereto (the “WPP X Purchased Securities”, and together with the WP X Purchased Securities, the “Purchased Securities”).

The Funds acquired the Purchased Securities for aggregate consideration (excluding commissions) of approximately $1.18 million in these open market transactions. WP X and WPP X obtained the funds used to acquire the Purchased Securities from capital contributions from their respective limited partners.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following at the end of the discussion:

The Funds purchased the Purchased Securities for general investment purposes.

Voting Agreement

Charles River Laboratories International, Inc., (“Acquiror”), a Delaware corporation, WP X and WPP X, have entered into a Voting Agreement, dated as of April 26, 2010 (the “Voting Agreement”).

The Voting Agreement provides that, among other things, each of WP X and WPP X has agreed, on the terms and subject to the conditions set forth therein, that it will vote or exercise its right to consent with respect to all of the Ordinary Shares (including Ordinary Shares represented by ADSs) beneficially owned by it and entitled to vote to approve the Scheme (as defined in that certain Agreement and Plan of Arrangement (the “Acquisition Agreement”) by and among Acquiror and the Company) pursuant to which, among other things, Acquiror would acquire all of the outstanding Ordinary Shares of the Company (the “Acquisition”), at any meeting of shareholders of the Company at which the Scheme is submitted for consideration and vote. The Voting Agreement also provides that each of WP X and WPP X has agreed, on the terms and subject to the conditions therein, that it will not vote any Ordinary Shares (including Ordinary Shares represented by ADSs) beneficially owned by it in favor of, or consent to, and will vote against and not consent to, the approval of any (a) Company Acquisition Proposal (as defined in the Acquisition Agreement), (b) reorganization, recapitalization, liquidation or winding up of the Company or any extraordinary transaction involving the Company, or (c) corporate action the consummation of which would prevent, interfere with, impede or delay the consummation of the transactions contemplated by the Acquisition Agreement.

The Voting Agreement provides that, on the terms and subject to the conditions therein, each of WP X and WPP X has agreed to grant a proxy appointing Acquiror as its attorney-in-fact and proxy, with full power of substitution, to vote, express consent or dissent, or otherwise utilize such voting power solely in the manner described in the immediately preceding paragraph hereof. The Voting Agreement provides that such proxy is irrevocable, but will be automatically revoked upon termination of the Voting Agreement, as described in the immediately following paragraph.

The Voting Agreement automatically terminates upon the earliest to occur of (i) the termination of the Acquisition Agreement in accordance with its terms, (ii) the consummation of the Acquisition, and (iii) the date of any amendment, modification, change or waiver of the Acquisition Agreement executed after the date of the Voting Agreement that results in (x) a decrease in the cash or stock portion of the Acquisition Consideration (as defined in the Acquisition Agreement), (y) a decrease in the Acquisition Consideration (as defined in the Acquisition Agreement on the date of the Voting Agreement) or (z) any delay in the consummation of the Acquisition until after the End Date (as defined in the Acquisition Agreement), in each case, that is not consented to in writing by each of WP X and WPP X in its sole discretion prior to such amendment, modification, change or waiver of the Acquisition Agreement.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, a copy of which is attached as Exhibit 6 hereto, and the Voting Agreement is incorporated herein in its entirety by reference thereto. This Amendment No. 2 does not purport to amend, qualify or in any way modify such Voting Agreement.

Item 5. Interest in Securities of the Issuer

Items 5(a), (b) and (c) of the Schedule 13D are hereby amended by replacing them in their entirety with the following:

(a) WP X is the direct owner of 25,977,440 Ordinary Shares and 1,263,360 ADSs, representing approximately 6.6% of the outstanding Ordinary Shares. WPP X is the direct owner of 831,056 Ordinary Shares and 40,417 ADSs, representing approximately 0.2% of the outstanding Ordinary Shares. Accordingly, as of April 26, 2010, the Funds may be deemed to beneficially own an aggregate of 26,808,496 Ordinary Shares and 1,303,777 ADSs, representing approximately 6.8% of the outstanding Ordinary Shares. The percentages used herein are calculated based upon the 550,609,256 Ordinary Shares that were outstanding as of December 31, 2009 as reported in the Company’s Form 6-K filed with the Securities and Exchange Commission on March 10, 2010.

Due to their respective relationships with the Funds and each other, each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 37,238,712 Ordinary Shares. Each of WP, WPP LLC, WP LLC, WP X LLC, WP X LP, Mr. Kaye and Mr. Landy disclaim beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of all of the Ordinary Shares.

Each of the Reporting Persons may be deemed to be a member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Acquiror and each of the Reporting Persons hereby disclaims that they are a member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Acquiror and disclaims beneficial ownership of any Ordinary Shares or ADSs that may be beneficially owned by Acquiror.

(b) Each of the Reporting Persons is deemed to share with the Funds the power to vote or to direct the vote and to dispose or to direct the disposition of 37,238,712 Ordinary Shares.

(c) No transactions in the Ordinary Shares were effected by any of the Reporting Persons nor, to the best of their knowledge, any of their general partners, members or directors as set forth on Schedule I to the Schedule 13D during the sixty days before the date of this Amendment No. 2.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended by inserting the following at the end thereof:

As described in Item 4 hereto, WP X, WPP X and Acquiror have entered into the Voting Agreement. The information set forth in Item 4 with respect to the Voting Agreement is incorporated into this Item 6 by reference.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended by inserting the following at the end thereof:

Exhibit 6. Voting Agreement, dated as of April 26, 2010, by and among Charles River Laboratories International, Inc., Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P.

[Remainder of page left intentionally blank]

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 26, 2010

	WARBURG PINCUS PRIVATE EQUITY X, L.P.

	By:	Warburg Pincus X, L.P., its general partner
	By:	Warburg Pincus X LLC, its general partner
	By:	Warburg Pincus Partners, LLC, its managing member
	By:	Warburg Pincus & Co., its managing member

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner

	WARBURG PINCUS X, L.P.

	By:	Warburg Pincus X LLC, its general partner
	By:	Warburg Pincus Partners, LLC, its managing member
	By:	Warburg Pincus & Co., its managing member

	By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
		Title: Partner

	WARBURG PINCUS X PARTNERS, L.P.

	By:	Warburg Pincus X, L.P., its general partner
	By:	Warburg Pincus X LLC, its general partner
	By:	Warburg Pincus Partners, LLC, its managing member
	By:	Warburg Pincus & Co., its managing member

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner

	WARBURG PINCUS X LLC

	By:	Warburg Pincus Partners, LLC, its sole member
	By:	Warburg Pincus & Co., its managing member

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner

	WARBURG PINCUS PARTNERS, LLC

	By:	Warburg Pincus & Co., its managing member

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner

	WARBURG PINCUS & CO.

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner

	WARBURG PINCUS LLC

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Managing Director

	By:	/s/ Scott A. Arenare
		Name: Charles R. Kaye
		By: Scott A. Arenare, Attorney-in-Fact*

	By:	/s/ Scott A. Arenare
		Name: Joseph P. Landy
		By: Scott A. Arenare, Attorney-in-Fact**

* Power of Attorney given by Mr. Kaye was previously filed with the Securities and Exchange Commission on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

** Power of Attorney given by Mr. Landy was previously filed with the Securities and Exchange Commission on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

SCHEDULE II

Set forth below is a summary of purchases of ADSs made on the open market by WP X and WPP X between June 12, 2009 and June 15, 2009, including the number of shares purchased by each Fund each day and the average price per ADS purchased on each day. Each ADS represents eight Ordinary Shares.

WP X Purchases:

Date of Purchase	Number of ADSs	Average Price Per ADS

June 12, 2009	43,605	$	7.70
June 15, 2009	102,908	$	7.87

Total ADSs Acquired:	146,513

Total Ordinary Shares Acquired:	1,172,104

WPP X Purchases:

Date of Purchase	Number of ADSs	Average Price Per ADS

June 12, 2009	1,395	$	7.70
June 15, 2009	3,292	$	7.87

Total ADSs Acquired:	4,687

Total Ordinary Shares Acquired:	37,496

EX-99.6 2 a10-8744_1ex99d6.htm EX-99.6

Exhibit 6

EXECUTION COPY

VOTING AGREEMENT

AGREEMENT, dated as of April 26, 2010 between Charles River Laboratories International, Inc., a Delaware corporation (“Acquiror”), and the shareholders listed on the signature pages hereto (each a “Shareholder” and, collectively, “Shareholders”).

WHEREAS, in order to induce Acquiror to enter into an Agreement and Plan of Arrangement, dated as of the date hereof (the “Acquisition Agreement”), with WuXi PharmaTech (Cayman) Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Acquiror has requested Shareholders, and Shareholders have agreed, to enter into this Agreement with respect to all ordinary shares, with a par value of $0.02 per ordinary share, of the Company that Shareholders beneficially own (including any ordinary shares that Shareholders acquire after the date hereof, including upon exercise or conversion of any options, rights or other securities convertible into or exercisable for ordinary shares) (the “Shares”), including shares represented in American Depositary Shares of the Company, each representing eight ordinary shares (the “ADSs”); provided that the term Shares shall not include any options, rights or other securities convertible into or exercisable for ordinary shares of the Company.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

GRANT OF PROXY AND POWER OF ATTORNEY; VOTING AGREEMENT

Section 1.01. Voting Agreement. Each Shareholder hereby agrees to vote or exercise its right to consent with respect to all Shares that such Shareholder is entitled to vote at the time of any vote to approve the Scheme at any meeting of the shareholders of the Company, and at any adjournment thereof, at which the Scheme (or any amended version thereof (subject to Section 5.03)), is submitted for the consideration and vote of the shareholders of the Company. Each Shareholder hereby agrees that it will not vote any Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (i) Company Acquisition Proposal, (ii) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company or (iii) corporate action the consummation of which would prevent, interfere with, impede or delay the consummation of the transactions contemplated by the Acquisition Agreement. Except as expressly set forth in this Section 1.01, nothing in this Agreement shall limit the right of each Shareholder to vote or

exercise its right to consent in favor of or against, or abstain with respect to, any matter presented to the Company’s shareholders, including in connection with the election of directors.

Section 1.02. Irrevocable Proxy/Power of Attorney. (a) Each Shareholder hereby revokes any and all previous proxies granted with respect to the Shares. Subject to Section 1.02(d), by entering into this Agreement, each Shareholder hereby grants a proxy appointing Acquiror as such Shareholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Shareholder’s name, to vote, express consent or dissent, or otherwise to utilize such voting power solely in the manner permitted by Section 1.01. The proxy granted by each Shareholder pursuant to this Article 1 is irrevocable and is granted in consideration of Acquiror entering into this Agreement and the Acquisition Agreement and incurring certain related fees and expenses. The proxy granted by each Shareholder shall be automatically revoked upon termination of this Agreement in accordance with its terms.

(b) Subject to Section 1.02(d), each Shareholder hereby constitutes and appoints Acquiror its attorney-in-fact, with full power of substitution, for and in such Shareholder’s name, for the following purpose:

To execute and deliver, for and in such Shareholder’s name, the relevant instruction to any applicable broker with respect to all ADSs held by such Shareholder immediately prior to the Company Shareholder Meeting through such broker, instructing such broker to instruct the registered holder to vote or cause to be voted the Shares represented by such ADSs solely in the manner permitted by Section 1.01.

(c) Each Shareholder hereby ratifies and confirms everything said attorney-in-fact may do by virtue of, and in accordance with, this Section. The power of attorney granted hereby is intended to secure an interest in property and, in addition, the obligations of such Shareholder under this Agreement, and shall be irrevocable. The power of attorney set forth in this Section shall not be revoked by any subsequent power of attorney such Shareholder may execute.

(d) Notwithstanding any provision of this Agreement to the contrary, Acquiror (or its proxy or substitute) shall be authorized to exercise the rights granted to it in Section 1.02(a) or instruct any applicable broker to vote Shares represented by ADSs beneficially owned by such Shareholder pursuant to Section 1.02(b), in each case, only in the event such Shareholder has failed to deliver at least five Business Days prior to the Company Shareholder Meeting, as applicable, (i) to the Secretary of the Company (with a copy to Acquiror) a duly executed proxy card with respect to Shares for which such Shareholder is a record holder and (ii) to the applicable broker (with a copy to Acquiror) a duly executed

instruction with respect to ADSs beneficially owned by such Shareholder, in each case voting the Shares in the manner permitted by Section 1.01 or in the event such proxy card or instruction has been thereafter modified or revoked or otherwise fails to provide evidence of Shareholder’s compliance with the obligations of such Shareholder set forth in Section 1.01.

(e) Acquiror shall promptly provide each Shareholder with copies of any and all instructions and other documents delivered by Acquiror to any broker in respect of Shares represented by ADSs beneficially owned by such Shareholder.

Section 1.03. Capacity as a Shareholder. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict Shareholder in his capacity as a director or officer of the Company or any designee, employee, representative or affiliate of any Shareholder who is a director or officer of the Company from acting in such capacity or voting in such person’s sole discretion on any matter (it being understood that this Agreement shall apply to each Shareholder solely in such Shareholder’s capacity as a shareholder of the Company).

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS

Each Shareholder represents and warrants to Acquiror that:

Section 2.01. Corporation Authorization. In the event of any Shareholder that is not a natural person, the execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby are within the organizational powers of such Shareholder and have been duly authorized by all necessary organizational action. This agreement constitutes a valid and binding agreement of such Shareholder.

Section 2.02. Non-Contravention. The execution, delivery and performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the constitutional documents of such Shareholder in the event of any Shareholder that is not a natural person, (ii) violate any Applicable Law (assuming the making of any filings that may be required under the HSR Act or filings that may be required under Section 13(d) or Section 16 of the 1934 Act, or as otherwise set forth in the Acquisition Agreement, and assuming that any and all filings with, notifications to, or approvals of or actions by any Governmental Authority (other than any Governmental Authority of or in the U.S. or the Cayman Islands) required in connection with the transactions contemplated by the Acquisition Agreement have been made or obtained in a timely manner) or (iii) require any consent or other action by any Person (excluding any Governmental Authority (other than

any Governmental Authority of or in the U.S. or the Cayman Islands) and assuming the making of any filings that may be required under the HSR Act or filings that may be required under Section 13(d) or Section 16 of the 1934 Act, or as otherwise set forth in the Acquisition Agreement) under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which such Shareholder is entitled under any provision of any agreement or other instrument binding on such Shareholder, except in the case of clauses (ii) and (iii) as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on such Shareholder’s performance of its obligations hereunder.

Section 2.03. Ownership of Shares. As of the date hereof, such Shareholder is the record and beneficial owner of the Shares that are not represented by ADSs and is the beneficial owner of the Shares that are represented by ADSs, in each case free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares), in each case other than any restrictions applicable to the Shares that may exist pursuant to securities laws. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares.

Section 2.04. Total Shares. As of the date hereof, except for the Shares set forth on the signature page hereto, such Shareholder does not beneficially own any (i) shares of the Company entitling such Shareholder to vote at meetings of shareholders of the Company, including the Company Shareholder Meeting, (ii) securities of the Company convertible into or exchangeable for shares of the Company entitling such Shareholder to vote at meetings of shareholders of the Company, including the Company Shareholder Meeting or (iii) options or other rights to acquire from the Company any shares of the Company or securities convertible into or exchangeable for shares of the Company entitling such Shareholder to vote at meetings of shareholders of the Company, including the Company Shareholder Meeting.

Section 2.05. Finder’s Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Acquiror or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Shareholder.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF ACQUIROR

Acquiror represents and warrants to each Shareholder that:

Section 3.01. Corporation Authorization. The execution, delivery and performance by Acquiror of this Agreement and the consummation by Acquiror of the transactions contemplated hereby are within the corporate powers of Acquiror and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Acquiror.

Section 3.02. Non-Contravention. The execution, delivery and performance by Acquiror of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the constitutional documents of Acquiror, (ii) violate any Applicable Law (assuming the making of any filings that may be required under the HSR Act or filings that may be required under Section 13(d) or Section 16 of the 1934 Act, or as otherwise set forth in the Acquisition Agreement, and assuming that any and all filings with, notifications to, or approvals of or actions by any Governmental Authority (other than any Governmental Authority of or in the U.S. or the Cayman Islands) required in connection with the transactions contemplated by the Acquisition Agreement have been made or obtained in a timely manner) or (iii) require any consent or other action by any Person (excluding any Governmental Authority (other than any Governmental Authority of or in the U.S. or the Cayman Islands) and assuming the making of any filings that may be required under the HSR Act or filings that may be required under Section 13(d) or Section 16 of the 1934 Act, or as otherwise set forth in the Acquisition Agreement) under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which Acquiror is entitled under any provision of any agreement or other instrument binding on Acquiror, except in the case of clauses (ii) and (iii) as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Acquiror’s performance of its obligations hereunder or under the Acquisition Agreement.

ARTICLE 4

COVENANTS OF SHAREHOLDERS

Each Shareholder hereby covenants and agrees that:

Section 4.01. No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, such Shareholder shall not, without the prior written consent of Acquiror, directly or indirectly, (i) grant any proxy or power of attorney or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell, assign, transfer, encumber, pledge or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, pledge or other disposition of, any Shares during the term of this Agreement; provided, however, that such Shareholder may transfer any Shares to one or more Affiliates so long as any applicable transferee

prior to such transfer agrees in writing to be bound by the provisions of this Agreement (a copy of which written agreement shall promptly be provided to Acquiror) and such transfer shall not relieve such Shareholder from any of its obligations hereunder. Such Shareholder shall not seek or solicit any such sale, assignment, transfer, encumbrance, pledge or other disposition or any such contract, option or other arrangement or understanding.

Section 4.02. Options, Rights and Other Securities. Such Shareholder may, in its sole discretion, elect to exercise or convert, in whole or in part, any option, right or other security (and, including the Company Convertible Notes, the “Share Instruments”) exercisable for or convertible into Shares held by such Shareholder. All voting rights attached to Shares received by such Shareholder upon exercise or conversion of any Share Instrument which are entitled to vote at any meeting of shareholders of the Company at which the Scheme is presented for approval and adoption shall be exercised in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall obligate any Shareholder to convert any Share Instrument held by it at any time.

ARTICLE 5

MISCELLANEOUS

Section 5.01. Other Definitional and Interpretative Provisions. Unless specified otherwise, in this Agreement the obligations of any party consisting of more than one person are several and not joint. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof, including Section 5.03, and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean,

unless otherwise specified, from and including or through and including, respectively.

Section 5.02. Further Assurances. Subject to the final sentence of Section 4.02, from the date hereof until this Agreement is terminated pursuant to Section 5.03, Acquiror and the Shareholders will each use reasonable best efforts to execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to effectuate the rights of Acquiror and obligations of the Shareholders set forth in this Agreement.

Section 5.03. Amendments; Termination. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall automatically terminate upon the earliest to occur of (i) the termination of the Acquisition Agreement in accordance with its terms, (ii) the consummation of the Acquisition and (iii) the date of any amendment, modification, change or waiver of the Acquisition Agreement executed after the date hereof that results in (a) a decrease in the cash or stock portion of the Acquisition Consideration, (b) a decrease in the Acquisition Consideration (as defined in the Acquisition Agreement on the date hereof) or (c) any delay in the consummation of the Acquisition until after the End Date, in each case, that is not consented to in writing by each Shareholder in its sole discretion prior to such amendment, modification, change or waiver of the Acquisition Agreement.

Section 5.04. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense; provided that on the Closing Date, Acquiror shall cause the Company to reimburse the Shareholders for the Shareholders’ reasonable and documented costs, fees and expenses, including the reasonable costs, fees and expenses of legal counsel, incurred by the Shareholders in connection with the negotiation and execution and delivery of this Agreement and the transactions contemplated hereby and any instrument delivered in connection herewith as well as any amendments, modifications or waivers hereof; provided further that the aggregate amount of such reimbursement provided to the Shareholders shall not exceed $15,000.

Section 5.05. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that, subject to Section 4.01, no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that

Acquiror may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates at any time; provided that such transfer or assignment shall not relieve Acquiror of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Acquiror.

Section 5.06. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to the conflicts of law rules of such state, other than with respect to any matters to which the Cayman Companies Law mandatorily applies, with respect to which the Cayman Companies Law shall apply.

Section 5.07. Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Section 5.08 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 5.09. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 5.10. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity.

Section 5.11. Capitalized Terms. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Acquisition Agreement as of the date hereof.

Section 5.12. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to Acquiror, as provided in Section 11.01 of the Acquisition Agreement:

if to any Shareholder, to:

Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
Attention: Scott A. Arenare, Esq.
Fax: (212) 878-9200

with copies to the Company as provided in Section 11.01 of the Acquisition Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

	Charles River Laboratories International, Inc.


	By:	/s/ James C. Foster
		Name: James C. Foster
		Title: Chairman, President & CEO

[Voting Agreement]

	WARBURG PINCUS PRIVATE EQUITY X, L.P.


	By:	Warburg Pincus X, L.P., its general partner
	By:	Warburg Pincus X LLC, its general partner
	By:	Warburg Pincus Partners, LLC, its managing member
	By:	Warburg Pincus & Co., its managing member

	By:	/s/ Jonathan Leff
	Name:	Jonathan Leff
	Title:	Partner

Shares owned by Warburg Pincus Private Equity X, L.P. as of the date hereof:

25,977,440 Shares not represented by ADSs; and

10,106,880 Shares represented by 1,263,360 ADSs

[Voting Agreement]

	WARBURG PINCUS X PARTNERS, L.P.


	By:	Warburg Pincus X, L.P., its general partner
	By:	Warburg Pincus X LLC, its general partner
	By:	Warburg Pincus Partners, LLC, its managing member
	By:	Warburg Pincus & Co., its managing member

	By:	/s/ Jonathan Leff
	Name:	Jonathan Leff
	Title:	Partner

Shares owned by Warburg Pincus X Partners, L.P. as of the date hereof:

831,056 Shares not represented by ADSs; and

323,336 Shares represented by 40,417 ADSs

[Voting Agreement]

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