Exhibit 10.3
INDEMNIFICATION
AGREEMENT
This Indemnification Agreement,
dated as of June __, 2009, is made by and between CHINA BIOLOGIC
PRODUCTS, INC., a Delaware corporation (the “
Company ”), and SIU LING CHAN, the controlling
shareholder of the Company (the “ Indemnitee
”).
RECITALS
A.
The Company desires to issue to
certain accredited investors or their designees (the “
Secured Parties ”), 3.8% senior secured
convertible notes in the aggregate principal amount of $9,554,140
(the “ Notes ”), convertible into shares
of common stock of the Company (the “ Conversion
Shares ”) and warrants (the “
Warrants ” and together with the Notes, the
“ Subscribed Securities ”) to purchase up
to 1,194,268 shares of common stock of the Company, pursuant to a
Securities Purchase Agreement dated June 5, 2009, by and among the
Company, Siu Ling Chan and the Secured Parties (the “
Purchase Agreement ”).
B.
The Indemnitee owns 6,862,624
shares of the Company’s common stock, which represent in the
aggregate 32.0% of the outstanding shares in the Company. To
induce the Secured Parties’ agreement to enter into the
Purchase Agreement, the Indemnitee has agreed to pledge 3,000,000
of her shares (the “ Pledged Shares ”) to
secure the Company’s obligations under the Purchase
Agreement, the Notes and the Warrants, pursuant to a Guarantee and
Pledge Agreement to be entered into as of the date thereof, by and
among the Indemnitee and the Secured Parties (the “
Guarantee and Pledge Agreement ”
and together with the Purchase Agreement, the Notes and the
Warrants, the “ Transaction Documents ”).
For purposes hereof, all capitalized terms used, but not otherwise
defined, herein have the meanings ascribed to them in the Guarantee
and Pledge Agreement.
C.
The Board of Directors of the
Company has concluded that, the Guarantee and Pledge Agreement has
been entered and delivered for the benefit of the Company, and that
it is proper to indemnify the Indemnitee against any and all losses
that she may suffer in connection with the Company’s failure
to fulfill the Guaranteed Obligations as a result of any negligent
or unlawful conduct of the Company beyond the Indemnitee’s
reasonable control.
AGREEMENT
NOW, THEREFORE, the Company and the
Indemnitee hereby agree as follows:
1.
Subject to Section 3 below, the
Company shall make whole, indemnify and hold harmless the
Indemnitee with respect to any and all damages, liabilities,
losses, taxes, fines, penalties, proceedings, suits, damages,
deficiencies, costs, and expenses (including, without limitation,
interest at the highest rate permitted by law, reasonable fees of
counsel) of any kind or nature whatsoever (whether or not arising
out of third-party claims and including all amounts paid in
investigation, defense or settlement of the foregoing) (“
Losses ”), which may be sustained or suffered
by the Indemnitee, arising out
