AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2007Deposit Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group • New York
DEPOSIT AGREEMENT dated as of , 2006 among SIMCERE PHARMACEUTICAL GROUP, incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group • New York
This Indemnification Agreement (the “Agreement”) is entered into as of by and between Simcere Pharmaceutical Group, a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of November 20, 2006, by and among (i) Simcere Pharmaceutical Group, an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (the “Company”), (ii) New Good Management Limited, an exempted company incorporated and validly existing with limited liability under the laws of the British Virgin Islands (“NGM”) and (iii) Assure Ahead Investments Limited (the “Investor”, collectively with NGM, the “Shareholders”).
SIMCERE PHARMACEUTICAL GROUP CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENTInvention Assignment Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group
As a condition of my employment with Simcere Pharmaceutical Group, its subsidiaries, successors or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:
SHARE TRANSFER AGREEMENTShare Transfer Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group
State Good Group Limited a company with limited liability incorporated and existing under laws of British Virgin Islands whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. Its legal representative is Mr. Ren Jinsheng, the board chairman, whose nationality is China.
SHARE TRANSFER AGREEMENTShare Transfer Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group
SIMCERE PHARMACEUTICAL CO.,LTD, a company with limited liability incorporated and existing under laws of PRC whose registered office is at No.3, Jinlian Rd, Jinpan Industrial Area, Haikou, Hainan.
Collaboration Agreement on the Establishment of Innovative Drug United Lab by Tsinghua University (Department of Chemistry) and Jiangsu Simcere Pharmaceutical R&D Co., Ltd.Collaboration Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group
Technical Development AgreementDevelopment Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group • Shanghai
Parties hereto hereby sign this Agreement to deal with relevant matters concerning the preclinical pharmacodynamic research on Endostar’s new indication:
Cooperation Agreement on the Incorporation of Medgenn (Hong Kong) LtdCooperation Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group
Party A and Party B agree to deal with various matters concerning the incorporation of the cooperative company in Hong Kong as follows:
FORM OF EMPLOYMENT AGREEMENTSimcere Pharmaceutical Group Employment Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group
This Employment Agreement (this “Agreement”) is entered into on this , 200 , by and between Simcere Pharmaceutical Group (the “Company”), and [Name of employee], (the “Employee”).
Exclusive Distribution AgreementExclusive Distribution Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group
Party A and Party B hereby agree following clauses through friendly consultation in accordance with the principle of mutual cooperation and development:
