China Biologic Products, Inc.: Exhibit 10.2 - Prepared by TNT Filings
Inc.




  




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 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. 


5




(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:________________________	
    ________________________
	    
    Name	Name:
	    
    Title	 
	 	Address:
	Address: 
    No.14 East Hushan Road	 
	                
    Tai’an City, Shandong	 
	                
    People’s Republic of China 271000