Amendment Agreement No. 2 to Investors' Rights Agreement



 Exhibit 4.6 

AMENDMENT AGREEMENT NO. 2 TO 

INVESTORS’ RIGHTS AGREEMENT 

This Amendment Agreement No. 2 to the Investors’ Rights Agreement (as defined below) (the “Agreement”)
is made and entered into as of September 30, 2010 (the “Effective Date”) by and among ShangPharma Corporation, a company incorporated and existing under the laws of the Cayman Islands (the
“Company”); Mr. Michael Xin Hui and Mrs. Wenjuan Xiao (collectively, the “Founders” and each a “Founder”); ChemExplorer Investment Holdings Limited (BVI) and
ChemPartner Investment Holdings Limited (BVI), each, a company incorporated and existing under the laws of the British Virgin Islands (collectively, the “Ordinary Shareholders” and each an “Ordinary
Shareholder”); TPG Star Charisma Ltd. and TPG Biotech II Charisma Ltd. (collectively, the “Investors” and each an “Investor”) for the purpose of amending that certain Investors’
Rights Agreement dated September 7, 2007 (the “Investors’ Rights Agreement”) by and among the Company, the Founders, the Ordinary Shareholders, the Investors and certain Affiliates of the Company named therein, as
amended on May 19, 2008 by a Waiver and Amendment Agreement No. 1. Capitalized terms not defined herein shall have the meanings given to them in the Investors’ Rights Agreement. 

Each of the Company, the Founders, the Ordinary Shareholders and the Investors is referred to herein individually as a
“Party” and collectively as the “Parties.” 
 RECITALS 

WHEREAS, the Parties desire to amend the Investors’ Rights Agreement on the terms and conditions set forth herein. 

AGREEMENT 

NOW, THEREFORE, the Parties agree as follows: 

1. Amendments to Investors’ Rights Agreement. The Parties hereby amend the Investors’ Rights Agreement as follows:

 Section 1.1 Definitions. 

The definition of Qualified Public Offering is hereby amended by replaced in its entirety with the following: 

“Qualified Public Offering” means an IPO on a Qualified Exchange that values the Company at no less than
US$250,000,000 immediately after the IPO and that results in aggregate gross proceeds from the IPO to be no less than US$75,000,000, including aggregate gross proceeds to the Investors from the sale of Ordinary Shares of no less than US$25,000,000.

 2. Governing Law. This Agreement shall be construed under and governed by the internal laws of the State of New York
without regard to its conflict of laws provisions. 







 3. Effectiveness of Agreement. This Agreement shall become effective upon the
execution hereof by all parties. 
 4. No Other Modification or Waiver of Existing Terms. Except as expressly set forth
herein, this Agreement shall not by implication or otherwise alter, modify, amend or in any way affect or constitute a waiver of any of the terms, conditions, obligations, covenants or agreements contained in the Investors’ Rights Agreement,
all of which are ratified and affirmed in all respects and shall continue in full force and effect. 
 5. Execution in
Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document, and
such counterparts may be delivered by facsimile or electronic mail. 
 [Signature Page Follows] 

 

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 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this
Agreement as of the Effective Date. 
  

			
	SHANGPHARMA CORPORATION
		
	By:	 	 /s/ Michael Xin Hui

		
	Name:	 	Michael Xin Hui
		
	Capacity:	 	Chairman of the Board of Directors and Chief Executive Officer
	
	TPG STAR CHARISMA LTD.
		
	By:	 	 /s/ Clive Bode

		
	Name:	 	Clive Bode
		
	Capacity:	 	Vice President
	
	TPG BIOTECH II CHARISMA LTD.
		
	By:	 	 /s/ Clive Bode

		
	Name:	 	Clive Bode
		
	Capacity:	 	Vice President
	
	 /s/ Michael Xin Hui

	
	MICHAEL XIN HUI










			
	 /s/ Wenjuan Xiao

	
	WENJUAN XIAO
	
	CHEMPARTNER INVESTMENT HOLDINGS LIMITED (BVI)
		
	By:	 	 /s/ Michael Xin Hui

		
	Name:	 	Michael Xin Hui
		
	Capacity:	 	Chief Executive Officer
	
	CHEMEXPLORER INVESTMENT HOLDINGS LIMITED (BVI)
		
	By:	 	 /s/ Michael Xin Hui

		
	Name:	 	Michael Xin Hui
		
	Capacity:	 	Chief Executive Officer