INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2010 • ShangPharma Corp • New York
This Indemnification Agreement (the “Agreement”) is entered into as of , 2010 by and between ShangPharma Corporation, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned, a director and/or officer of the Company (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among SHANGPHARMA HOLDINGS LIMITED, SHANGPHARMA PARENT LIMITED, SHANGPHARMA MERGER SUB LIMITED, and SHANGPHARMA CORPORATION Dated as of December 21, 2012Merger Agreement • December 26th, 2012 • ShangPharma Corp • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER, dated as of December 21, 2012 (this “Agreement”), among SHANGPHARMA HOLDINGS LIMITED, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdings”), SHANGPHARMA PARENT LIMITED, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), SHANGPHARMA MERGER SUB LIMITED, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and SHANGPHARMA CORPORATION, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”).
ShangPharma Corporation [5,800,000] American Depositary Shares Representing [104,400,000] Ordinary Shares (Par Value US$0.001 Per Share) Underwriting AgreementUnderwriting Agreement • October 15th, 2010 • ShangPharma Corp • Pharmaceutical preparations
ShangPharma Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [3,200,000] American Depositary Shares (“ADSs”), representing [57,600,000] ordinary shares, par value US$0.001 per share, of the Company (the “Ordinary Shares”), and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [2,600,000] ADSs representing [46,800,000] Ordinary Shares (collectively, the “Underwritten ADSs”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional [870,000] ADSs representing [15,600,000] Ordinary Shares of the Company (collectively, the “Option ADSs”). The Underwritten ADSs and the Option ADSs are
ContractService Outsourcing Agreement • September 30th, 2010 • ShangPharma Corp
THIS SERVICE OUTSOURCING AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into as of June 1, 2007 in Shanghai, by and between
Master Laboratory Services AgreementMaster Laboratory Services Agreement • October 7th, 2010 • ShangPharma Corp • Pharmaceutical preparations • New York
Warehousing and Logistics Service AgreementWarehousing and Logistics Service Agreement • September 30th, 2010 • ShangPharma Corp
Party A and Party B entered into a Service Outsourcing Agreement on June 1, 2007, including Exhibit 4—Warehousing and Logistics Service Agreement (“Warehousing and Logistics Service Agreement”), pursuant to which Party B provided procurement and Logistics services to Party A. Both Parties agree to replace the previous warehousing and logistics service agreement with this agreement. Upon the effectiveness of this agreement, the previous warehousing and logistics service agreement shall become null and void.
Purchase and Sales Agreement July 1, 2008Purchase and Sales Agreement • September 30th, 2010 • ShangPharma Corp
WHEREAS, Party A and Party B entered into a Service Outsourcing Agreement on June 1, 2007 (contract No.: ) (the “Service Outsourcing Agreement”) with Exhibit 1—Purchase and Sales Agreement (the “2007 Purchase and Sales Agreement”) and Exhibit 2—Purchase Agent Services Agreement (the “2007 Purchase Agent Services Agreement”). Both parties agree to sign this Purchase and Sales Agreement (the “Agreement”) to replace the 2007 Purchase and Sales Agreement and 2007 Purchase Agent Services Agreement. From the date on which this Agreement goes into effect, the previous 2007 Purchase and Sales Agreement and the 2007 Purchase Agent Services Agreement shall become null and void.
Purchase and Sales Agreement April 1, 2007Purchase and Sales Agreement • September 30th, 2010 • ShangPharma Corp
WHEREAS, Party A and Party B entered into a Service Outsourcing Agreement on April 1, 2007 (contract No.: JC20070702004). Party A agrees, within the term of Service Outsourcing Agreement, for materials listed in the material catalogue (see Annex 1) needed by Party A, Party A shall purchase from Party B in accordance with the prices shown in the catalogue. To ensure the supply of materials in the catalogue provided by Party A, Party B shall establish a warehouse in production area of the related companies of Party A and provide inventory services to meet the needs of Party A.
LeaseLease Agreement • September 30th, 2010 • ShangPharma Corp
Joint Filing AgreementJoint Filing Agreement • December 26th, 2012 • ShangPharma Corp • Pharmaceutical preparations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value $0.001 per share, of ShangPharma Corporation, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Joint Filing AgreementJoint Filing Agreement • July 16th, 2012 • ShangPharma Corp • Pharmaceutical preparations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value US$0.001 per share, of ShangPharma Corporation, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • December 26th, 2012 • ShangPharma Corp • Pharmaceutical preparations • New York
This Interim Investors Agreement (the “Agreement”) is made as of December 21, 2012 by and among SHANGPHARMA HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”) and the other parties appearing on the signature pages hereto (the “Investors”).
Joint Filing AgreementJoint Filing Agreement • February 9th, 2011 • ShangPharma Corp • Pharmaceutical preparations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0.001 per share, of ShangPharma Corporation, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
CONTRIBUTION AGREEMENTContribution Agreement • December 26th, 2012 • ShangPharma Corp • Pharmaceutical preparations • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2012 by and among SHANGPHARMA HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”), SHANGPHARMA PARENT LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and certain shareholders of ShangPharma Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
US$44,000,000 TERM AND REVOLVING FACILITIES AGREEMENT dated 22 February 2013 for SHANGPHARMA PARENT LIMITED arranged by STANDARD CHARTERED BANK (HONG KONG) LIMITED with STANDARD CHARTERED BANK (HONG KONG) LIMITED as Facility Agent STANDARD CHARTERED...Term and Revolving Facilities Agreement • February 25th, 2013 • ShangPharma Corp • Pharmaceutical preparations • England and Wales
Employment ContractEmployment Contract • September 30th, 2010 • ShangPharma Corp
ShangPharma Corporation (the “Company”), whose registered address is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands and whose principal executive offices are located at No. 5 Building, 998 Halei Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, 201203, the People’s Republic of China; and
Non-Competition AgreementNon-Competition Agreement • September 30th, 2010 • ShangPharma Corp
This Non-Competition Agreement (“this Agreement”) is made and entered into as of in Shanghai, by and between the following parties:
AMENDMENT TO CONSORTIUM AGREEMENT Dated as of December 21, 2012Consortium Agreement • December 26th, 2012 • ShangPharma Corp • Pharmaceutical preparations
This amendment (the “Amendment”) to the Consortium Agreement (the “Agreement”) dated as of July 6, 2012, among Michael Xin Hui, ChemExplorer Investment Holdings Ltd., ChemPartner Investment Holdings Limited and TPG Star Charisma Limited (collectively, the “Parties”), is hereby made by the unanimous written consent of the Parties to the Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 30th, 2010 • ShangPharma Corp • New York
This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into on this 7th day of September, 2007, 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 Company Limited (HK), a company incorporated and existing under the laws of Hong Kong; China Gateway Life Science (Holdings) Limited (HK), a company incorporated and existing under the laws of Hong Kong; China Gateway Investment Limited (BVI), a company incorporated and existing under the laws of the British Virgin Islands; Managecorp Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Managecorp”), as trustee of the Hui Family Trust, a discretionary trust organized and existing under the laws of the British Virgin Islands (the “Trust”); Joint Benefit Group Limited, a company incorporated and existing under the l
LIMITED GUARANTYLimited Guaranty • December 26th, 2012 • ShangPharma Corp • Pharmaceutical preparations • New York
LIMITED GUARANTY, dated as of December 21, 2012 (this “Limited Guaranty”), by Mr. Michael Xin Hui (the “Founder Guarantor”), TPG Star, L.P., a Delaware limited partnership (the “TPG Star Guarantor”), and TPG Biotechnology Partners II, L.P., a Delaware limited partnership, (the “TPG Biotech Guarantor” and together with the Founder Guarantor and TPG Star Guarantor, collectively, the “Guarantors” and each, a “Guarantor”), in favor of ShangPharma Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”).
VOTING AGREEMENTVoting Agreement • December 26th, 2012 • ShangPharma Corp • Pharmaceutical preparations • New York
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2012, by and among SHANGPHARMA PARENT LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), SHANGPHARMA CORPORATION, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and certain shareholders of the Company, listed on Schedule A (each, a “Voting Shareholder” and collectively, the “Voting Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
AMENDMENT AGREEMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 13th, 2010 • ShangPharma Corp • Pharmaceutical preparations • New York
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 Aff
Employment ContractEmployment Contract • October 4th, 2010 • ShangPharma Corp • New York
ShangPharma Corporation (the “Company”), whose registered address is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands and whose principal executive offices are located at No. 5 Building, 998 Halei Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, 201203, the People’s Republic of China; and
Master Laboratory Services AgreementMaster Laboratory Services Agreement • October 7th, 2010 • ShangPharma Corp • Pharmaceutical preparations • New York
Joint Filing AgreementJoint Filing Agreement • April 2nd, 2013 • ShangPharma Corp • Pharmaceutical preparations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value $0.001 per share, of ShangPharma Corporation, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
ContractService Outsourcing Agreement • September 30th, 2010 • ShangPharma Corp
THIS SERVICE OUTSOURCING AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into as of April 1, 2007 in Shanghai, by and between
CONSORTIUM AGREEMENT among MICHAEL XIN HUI CHEMEXPLORER INVESTMENT HOLDINGS LTD. CHEMPARTNER INVESTMENT HOLDINGS LIMITED and TPG STAR CHARISMA LIMITED Dated as of July 6, 2012Consortium Agreement • July 16th, 2012 • ShangPharma Corp • Pharmaceutical preparations • New York
THIS CONSORTIUM AGREEMENT is made as of July 6, 2012, among Michael Xin Hui (the “Founder”), ChemExplorer Investment Holdings Ltd., a company incorporated under the laws of the British Virgin Islands, ChemPartner Investment Holdings Limited, a company incorporated under the laws of the British Virgin Islands (together with ChemExplorer Investment Holdings Ltd., the “Founder Vehicles”, and together with the Founder, the “Founder Parties”), and TPG Star Charisma Limited (the “Sponsor”). Each of the Founder Parties and the Sponsor is referred to herein as a “Party” and collectively, the “Parties”.
WAIVER AND AMENDMENT AGREEMENT NO. 1 TO INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 4th, 2010 • ShangPharma Corp • New York
This Waiver and Amendment Agreement No. 1 to the Investors’ Rights Agreement (as defined below) (the “Agreement”) is made and entered into as of May 19, 2008 (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 waiving certain provisions of and amending that certain Investors’ Rights Agreement dated September 7, 2007 (the “Investors’ Rights Agreement”) by and among the Company, the Founders, the Ordinary Shar
WAREHOUSING AND LOGISTICS SERVICE AGREEMENTWarehousing and Logistics Service Agreement • September 30th, 2010 • ShangPharma Corp
The Parties, through friendly negotiations, based on the principles of equality, self-willingness, equity, honesty and good faith, and in accordance with the terms of the master agreement, agree as follows:
Catering Service AgreementCatering Service Agreement • September 30th, 2010 • ShangPharma Corp
Joint Filing AgreementJoint Filing Agreement • February 27th, 2013 • ShangPharma Corp • Pharmaceutical preparations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value $0.001 per share, of ShangPharma Corporation, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • February 9th, 2012 • ShangPharma Corp • Pharmaceutical preparations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0.001 per share, of ShangPharma Corporation, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
ContractService Outsourcing Agreement • September 30th, 2010 • ShangPharma Corp
THIS SERVICE OUTSOURCING AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into as of June 1, 2007 in Shanghai, by and between
