INDEMNIFICATION AGREEMENT
This
Indemnification Agreement, dated as of _____, 2008, is made by and
between China Biologic Products, Inc., a Delaware corporation (the
" Company "), and ________, a director of the Company (the "
Indemnitee ").
RECITALS
A. The Company and the
Indemnitee recognize that the present state of the law is too
uncertain to provide the Company’s officers and directors
with adequate and reliable advance knowledge or guidance with
respect to the legal risks and potential liabilities to which they
may become personally exposed as a result of performing their
duties for the Company;
B. The Company and the
Indemnitee are aware of the substantial growth in the number of
lawsuits filed against corporate officers and directors in
connection with their activities in such capacities and by reason
of their status as such;
C. The Company and the
Indemnitee recognize that the cost of defending against such
lawsuits, whether or not meritorious, is typically beyond the
financial resources of most officers and directors of the
Company;
D. The Company and the
Indemnitee recognize that the legal risks and potential
liabilities, and the threat thereof, associated with proceedings
filed against the officers and directors of the Company bear no
reasonable relationship to the amount of compensation received by
the Company’s officers and directors;
E. The Company, after
reasonable investigation prior to the date hereof, has determined
that the liability insurance coverage available to the Company as
of the date hereof is inadequate, unreasonably expensive or both.
The Company believes, therefore, that the interest of the Company
and its current and future stockholders would be best served by a
combination of (i) such insurance as the Company may obtain
pursuant to the Company’s obligations hereunder and (ii) a
contract with its officers and directors, including the Indemnitee,
to indemnify them to the fullest extent permitted by law (as in
effect on the date hereof, or, to the extent any amendment may
expand such permitted indemnification, as hereafter in effect)
against personal liability for actions taken in the performance of
their duties to the Company;
F. Title 8, Chapter 1,
Section 145 of the Delaware General Corporation Law (the "DGCL")
generally empowers Delaware corporations to indemnify a director
from individual liability to the corporation, its stockholders or
creditors for any damages as a result of any act or failure to act,
both as to action in his or her official capacity and as to action
in another capacity while holding such office;
G. The Company's Bylaws
authorize the indemnification of the directors of the Company in
accordance with Section 145;
H. The Board of
Directors of the Company has concluded that, to retain and attract
talented and experienced individuals to serve as officers and
directors of the Company and to encourage such individuals to take
the business risks necessary for the success of the Company, it is
necessary for the Company to contractually indemnify its officers
and directors, and to assume for itself liability for expenses and
damages in connection with claims against such officers and
directors in connection with their service to the Company, and has
further concluded that the failure to provide such contractual
indemnification could result in great harm to the Company and its
shareholders;
I. The Company desires
and has requested the Indemnitee to serve or continue to serve as a
director or officer of the Company, free from undue concern for the
risks and potential liabilities associated with such services to
the Company; and
J. The Indemnitee is
willing to serve, or continue to serve, the Company, provided, and
on the expressed condition, that the Indemnitee is furnished with
the indemnification provided for herein.
AGREEMENT
NOW,
THEREFORE, the Company and the Indemnitee agree as
follows:
1.
Definitions.
(a) "Expenses"
means, for the purposes of this Agreement, all direct and indirect
costs of any type or nature whatsoever (including, without
limitation, any fees and disbursements of Indemnitee’s
counsel, accountants and other experts and other out-of-pocket
costs) actually and reasonably incurred by the Indemnitee in
connection with the investigation, preparation, defense or appeal
of a Proceeding; provided, however, that Expenses shall not include
judgments, fines, penalties or amounts paid in settlement of a
Proceeding.
(b) "Proceeding"
means, for the purposes of this Agreement, any threatened, pending
or completed action or proceeding, whether civil, criminal,
administrative or investigative (including an action brought by or
in the right of the Company) in which the Indemnitee may be or may
have been involved as a party or otherwise, by reason of the fact
that the Indemnitee is or was a director or officer of the Company,
by reason of any action taken by her or of any inaction on his or
her part while acting as such director or officer or by reason of
the fact that he or she is or was serving at the request of the
Company as a director, officer, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust
or other enterprise, or was a director or officer of the foreign or
domestic corporation which was a predecessor corporation to the
Company or of another enterprise at the request of such predecessor
corporation, whether or not the Indemnitee is serving in such
capacity at the time any liability or expense is incurred for which
indemnification or reimbursement can be provided under this
Agreement.
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2. Agreement to
Serve . The Indemnitee agrees to serve or continue to serve as
a director of the Company to the best of his or her abilities at
the will of the Company or under separate contract, if such
contract exists, for so long as the Indemnitee is duly elected or
appointed and qualified or until such time as the Indemnitee
tenders his or her resignation in writing. Nothing contained in
this Agreement is intended to create in the Indemnitee any right to
continued employment.
3.
Indemnification .
(A) Third Party
Proceedings . The Company shall indemnify the Indemnitee
against Expenses, judgments, fines, penalties or amounts paid in
settlement (if the settlement is approved in advance by the
Company) actually and reasonably incurred by Indemnitee in
connection with a Proceeding (other than a Proceeding by or in the
right of the Company) if the Indemnitee acted in good faith and in
a manner the Indemnitee reasonably believed to be in the best
interests of the Company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe Indemnitee's
conduct was unlawful. The termination of any Proceeding by
judgment, order, settlement, conviction, or upon a plea of NOLO
CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the Indemnitee did not act in good faith and in a
manner which the Indemnitee reasonably believed to be in the best
interests of the Company, or, with respect to any criminal
Proceeding, had no reasonable cause to believe that the
Indemnitee's conduct was unlawful.
(b) Proceedings by or
in the Right of the Company . To the fullest extent permitted
by law, the Company shall indemnify the Indemnitee against Expenses
and amounts paid in settlement, actually and reasonably incurred by
the Indemnitee in connection with a Proceeding by or in the right
of the Company to procure a judgment in its favor if the Indemnitee
acted in good faith and in a manner the Indemnitee reasonably
believed to be in the best interests of the Company and its
stockholders. Notwithstanding the foregoing, no indemnification
shall be made in respect of any claim, issue or matter as to which
the Indemnitee shall have been adjudged liable to the Company in
the performance of the Indemnitee's duty to the Company and its
stockholders unless and only to the extent that the court in which
such action or Proceeding is or was pending shall determine upon
application that, in view of all the circumstances of the case, the
Indemnitee is fairly and reasonably entitled to indemnity for
Expenses and then only to the extent that the court shall
determine.
(c) Scope .
Notwithstanding any other provision of this Agreement but subject
to Section 14(b), the Company shall indemnify the Indemnitee to the
fullest extent permitted by law, notwithstanding that such
indemnification is not specifically authorized by other provisions
of this Agreement, the Company's Articles of Incorporation, the
Company's Bylaws or by statute.
4. Limitations on
Indemnification . Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the
terms of this Agreement:
(a) Excluded Acts
. To indemnify the Indemnitee for any acts or omissions or
transactions from which a director may not be relieved of liability
excepted under Section 145 of the DGCL or other applicable
law;
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(b) Excluded
Indemnification Payments . To indemnify or advance Expenses in
violation of any prohibition or limitation on indemnification under
the statutes, regulations or rules promulgated by the State of
Delaware or any other state or federal regulatory agency having
jurisdiction over the Company;
(c) Claims Initiated
by Indemnitee . To indemnify or advance Expenses to the
Indemnitee with respect to Proceedings or claims initiated or
brought voluntarily by the Indemnitee and not by way of defense,
except with respect to Proceedings brought to establish or enforce
a right to indemnification under this Agreement or any other
statute or law, but such indemnification or advancement
