ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As of September 1, 2009, the Registrant has entered into a definite Share Exchange Agreement with GL Biochem (Shanghai) Ltd ("GL"), pursuant to which the Registrant will acquire all of the outstanding shares of GL, GL Biochem (Danyang) Ltd, GL Peptide (Binhai) Ltd, and 86% of the outstanding shares of GL Peptide (Shanghai) Ltd (collectively, the "GL Group"). The GL Group is the largest global supplier of research-grade peptide products and peptide reagents. In exchange for the shares of the GL Group, the Registrant will issue a number of shares of common stock to the shareholders of the GL Group, such that the shareholders of the GL Group will hold 68-80% of the Registrant's share capital on a fully-diluted basis. The exact percentage will depend on the results of the GL Group's forthcoming 2008 PCAOB-qualified audited after-tax profit results and the transaction is still subject to the approval of the Registrant's shareholders and regulatory approval.

A copy of the Share Exchange Agreement is attached hereto as Exhibit 10.1 and a copy of the press release dated September 3, 2009 is attached as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of businesses acquired.

Not Applicable.

(b) Pro forma financial information.

Not Applicable.

(c) Shell company transactions.

Not Applicable.

(d) Exhibits.

10.1 Share Exchange Agreement between the Registrant and GL.

99.1 Press Release dated September 3, 2009.

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Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COMMONWEALTH BIOTECHNOLOGIES, INC.

By: /s/ Richard J. Freer, Ph.D. Richard J. Freer, Ph.D. Chief Operating Officer

Dated: September 4, 2009

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