0001193125-10-221196 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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”).

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Contract
Service 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

Warehousing and Logistics Service Agreement
Warehousing 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, 2008
Purchase 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, 2007
Purchase 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.

Lease
Lease Agreement • September 30th, 2010 • ShangPharma Corp
Employment Contract
Employment 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 Agreement
Non-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:

INVESTORS’ RIGHTS AGREEMENT
Investors’ 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

Contract
Service 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

WAREHOUSING AND LOGISTICS SERVICE AGREEMENT
Warehousing 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 Agreement
Catering Service Agreement • September 30th, 2010 • ShangPharma Corp
Contract
Service 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

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