EXHIBIT 10.1




 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement, dated as
of _____, 2017, is made by and between China Biologic Products, Inc., a Cayman Islands company (the “Company”),
and ________, a director or officer 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 and Indemnitee do not regard the indemnities available under the Company’s current memorandum and articles of
association (the “Articles of Association”) as adequate to protect Indemnitee against the risks associated with
his service to the Company;


 


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;


 


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, investigative or as an alternative dispute resolution mechanism (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 company, partnership, joint venture, trust or other enterprise,
or was a director or officer of the foreign or domestic company which was a predecessor company to the Company or of another enterprise
at the request of such predecessor company, 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.


 


2.     Agreement
to Serve. The Indemnitee agrees to serve or continue to serve as a director or officer 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 Association or by statute.


 






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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 or officer may not be relieved of liability
excepted under applicable law;


 


(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, the Cayman Islands or any U.S. state or federal or non-U.S. 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 of Expenses may be
provided by the Company in specific cases if the Board of Directors has approved the initiation or bringing of such suit;


 


(d)     Lack of Good
Faith. To indemnify the Indemnitee for any Expenses incurred by the Indemnitee with respect to any Proceeding instituted by
the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material
assertions made by the Indemnitee in such Proceeding was not made in good faith or was frivolous;


 


(e)     Insured Claims.
To indemnify the Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines,
ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to or on behalf of the Indemnitee
by an insurance carrier under a policy of directors’ and officers’ liability insurance maintained by the Company or
any other policy of insurance maintained by the Company or the Indemnitee; or


 


(f)     Claims Under
Section 16(b). To indemnify the Indemnitee for Expenses and the payment of profits arising from the purchase and sale by the
Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor
statute.


 


5.     Determination
of Right to Indemnification. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant
to Section 3, the Company shall determine by any of the methods set forth in Cayman Islands Companies Law whether the Indemnitee
has met the applicable standards of conduct which makes it permissible under applicable law to indemnify the Indemnitee. If a claim
under Section 3 is not paid in full by the Company within one hundred and twenty (120) days after such written claim has been received
by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim
and, unless such action is dismissed by the court as frivolous or brought in bad faith, the Indemnitee shall be entitled to be
paid also the expense of prosecuting such claim. The court in which such action is brought shall determine whether the Indemnitee
or the Company shall have the burden of proof concerning whether the Indemnitee has or has not met the applicable standard of conduct.


 


6.        
Advancement and Repayment of Expenses. Subject to Section 4 hereof, the Expenses incurred by Indemnitee in defending and
investigating any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding within 30 days
after receiving from the Indemnitee the copies of invoices presented to the Indemnitee for such Expenses, if the Indemnitee shall
provide an undertaking to the Company to repay such amount to the extent it is ultimately determined that the Indemnitee is not
entitled to indemnification. In determining whether or not to make an advance hereunder, the ability of the Indemnitee to repay
shall not be a factor. Notwithstanding the foregoing, in a proceeding brought by the Company directly, in its own right (as distinguished
from an action bought derivatively or by any receiver or trustee), the Company shall not be required to make the advances called
for hereby if the Board of Directors determines, in its sole discretion, that it does not appear that the Indemnitee has met the
standards of conduct which make it permissible under applicable law to indemnify the Indemnitee and the advancement of Expenses
would not be in the best interests of the Company and its stockholders.


 






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7.     Partial Indemnification.
If the Indemnitee is entitled under any provision of this Agreement to indemnification or advancement by the Company of some or
a portion of any Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties, and
amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a Proceeding, but is not entitled
to indemnification or advancement of the total amount thereof, the Company shall nevertheless indemnify or pay advancements to
the Indemnitee for the portion of such Expenses or liabilities to which the Indemnitee is entitled.


 


8.     Notice to
Company by Indemnitee. The Indemnitee shall notify the Company in writing of any matter with respect to which the Indemnitee
intends to seek indemnification hereunder as soon as reasonably practicable following the receipt by the Indemnitee of written
notice thereof; provided, however, that any delay in so notifying the Company shall not constitute a waiver by the Indemnitee of
her rights hereunder. The written notification to the Company shall be addressed to the Board of Directors and shall include a
description of the nature of the Proceeding and the facts underlying the Proceeding and be accompanied by copies of any documents
filed with the court in which the Proceeding is pending. In addition, the Indemnitee shall give the Company such information and
cooperation as it may reasonably require and as shall be within the Indemnitee’s power.


 


9.    Maintenance of
Liability Insurance.


 


(a)     Subject to Section
4 hereof, the Company hereby agrees that so long as the Indemnitee shall continue to serve as a director or officer of the Company
and thereafter so long as the Indemnitee shall be subject to any possible Proceeding, the Company, subject to Section 9(B), shall
use reasonable commercial efforts to obtain and maintain in full force and effect directors’ and officers’ liability
insurance (“D&O Insurance”) which provides the Indemnitee the same rights and benefits as are accorded to
the most favorably insured of the Company’s directors or officers.


 


(b)     Notwithstanding
the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith
that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage
provided, the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or the Indemnitee
is covered by similar insurance maintained by a subsidiary or parent of the Company.


 


(c)     If, at the time
of the receipt of a notice of a claim pursuant to Section 8 hereof, the Company has D&O Insurance in effect, the Company shall
give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective
policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 


10.     Defense
of Claim. In the event that the Company shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against
the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved
by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its
election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel
by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred
by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ counsel
in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously
authorized by the Company, or (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between
the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume
the defense of such Proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.


 


11.     Attorneys’
Fees. In the event that the Indemnitee or the Company institutes an action to enforce or interpret any terms of this Agreement,
the Company shall reimburse the Indemnitee for all of the Indemnitee’s reasonable fees and expenses in bringing and pursuing
such action or defense, unless as part of such action or defense, a court of competent jurisdiction determines that the material
assertions made by the Indemnitee as a basis for such action or defense were not made in good faith or were frivolous.


 






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12.     Continuation
of Obligations. All agreements and obligations of the Company contained herein shall continue during the period the Indemnitee
is a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, fiduciary,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and shall continue thereafter
so long as the Indemnitee shall be subject to any possible proceeding by reason of the fact that the Indemnitee served in any capacity
referred to herein.


 


13.     Successors
and Assigns. This Agreement establishes contract rights that shall be binding upon, and shall inure to the benefit of, the
successors, assigns, heirs and legal representatives of the parties hereto.


 


14.     Non-Exclusivity.


 


(a)     The provisions
for indemnification and advancement of expenses set forth in this Agreement shall not be deemed to be exclusive of any other rights
that the Indemnitee may have under any provision of law, the Company’s Articles of Association, the vote of the Company’s
stockholders or disinterested directors, other agreements or otherwise, both as to action in the Indemnitee’s official capacity
and action in another capacity while occupying the Indemnitee’s position as a director or officer of the Company.


 


(b)     In the event
of any changes, after the date of this Agreement, in any applicable law, statute, or rule which expand the right of a Cayman Islands
company to indemnify its officers and directors, the Indemnitee’s rights and the Company’s obligations under this Agreement
shall be expanded to the full extent permitted by such changes. In the event of any changes in any applicable law, statute or rule,
which narrow the right of a Cayman Islands company to indemnify a director or officer, such changes, to the extent not otherwise
required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’
rights and obligations hereunder.


 


15.     Effectiveness
of Agreement. To the extent that the indemnification permitted under the terms of certain provisions of this Agreement exceeds
the scope of the indemnification provided for in the Cayman Islands Companies Law, such provisions shall not be effective unless
and until the Articles of Association authorize such additional rights of indemnification. In all other respects, the balance of
this Agreement shall be effective as of the date set forth on the first page and may apply to acts of omissions of the Indemnitee
which occurred prior to such date if the Indemnitee was an officer, director, employee or other agent of the Company, or was serving
at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, at the time such act or omission occurred.


 


16.     Severability.
Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement
shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section
16. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify the Indemnitee to the full extent permitted by any applicable portion of this Agreement that
shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its
terms.


 


17.     Governing
Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without reference
to its conflict of law principals. To the extent permitted by applicable law, the parties hereby waive any provisions of law which
render any provision of this Agreement unenforceable in any respect.


 


18.     Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given
(i) if delivered by hand and receipted for by the party addressee or (ii) if mailed by certified or registered mail with postage
prepaid, on the third business day after the mailing date. Addresses for notice to either party are as shown on the signature page
of this Agreement, or as subsequently modified by written notice.


 


19.     Mutual Acknowledgment.
Both the Company and the Indemnitee acknowledge that in certain instances, U.S. federal or non-U.S. law or applicable public policy
may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. The Indemnitee understands
and acknowledges that the Company has undertaken or may be required in the future to undertake with the appropriate U.S. state
or federal or non-U.S. regulatory agency to submit for approval any request for indemnification, and has undertaken or may be required
in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Company’s right under public policy to indemnify the Indemnitee.


 






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20.     Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall constitute an original.


 


21.     Amendment
and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing
signed by both parties hereto.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties have executed
this Agreement as of the day and year set forth above.


 


	COMPANY:	 	INDEMNITEE:
	 	 	 	 
	CHINA BIOLOGIC PRODUCTS, INC.	 	 
	 	 	 	 
	By: 	 	 	 
	 	Name	 	Name:
	 	Title	 	 
	 	 	 	 


  


	Address:	18th Floor, Jialong International Building	Address: 
	 	19 Chaoyang Park Road	 
	 	Chaoyang District, Beijing 100125	 
	 	People’s Republic of China 271000	 


 






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