China Biologic Products, Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2

INDEMNIFICATION AGREEMENT 

This Indemnification Agreement, dated as of
March 19, 2012, is
made by and between China Biologic Products, Inc., a Delaware corporation (the
“Company”), and Yungang Lu, 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 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 Section 145 of the DGCL 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. 

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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. 

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 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. 

(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. 

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(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.


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.


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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 Incorporation or Bylaws, the vote of the Company’s
stockholders or disinterested directors, other agreements or otherwise, both as
to action in the Indemnittee’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
Delaware corporation 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 Delaware
corporation 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 Delaware
General Corporations Law, such provisions shall not be effective unless and
until the Company’s Articles of Incorporation 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. 

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19. Mutual Acknowledgment. Both the Company and the
Indemnitee acknowledge that in certain instances, federal 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 state or federal 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. 

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:/s/ Chao Ming
      Zhao                                      
       	/s/ Yungang Lu                                                   
      
	         Name: Chao Ming Zhao 	Name: Yungang Lu 
	         Title: Chief Executive
      Officer 	  
	  	Address: c/o China Biologic Products,
      Inc. 
	Address: No.14 East Hushan Road 	                
       No.14 East Hushan Road 
	                 Tai’an
      City, Shandong 	                  Tai’an
      City, Shandong 
	                 People’s
      Republic of China 271000 	                  People’s
      Republic of China 271000