UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Name of issuer)

(Title of class of securities)

(CUSIP number)

(Name, address and telephone number of person authorized to receive notices and communications)

(Date of event which requires filing of this statement)

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

⁽¹⁾ Includes 6,049,500 shares of Common Shares and 75,000 options to purchase shares of Common Shares exercisable within sixty (60) days.

⁽²⁾ Based on 57,019,261 shares of Common Shares (including 699,000 shares of restricted stock granted under the Issuer’s 2012 Share Incentive Plan) issued and outstanding as of June 23, 2017.

This Amendment No. 2 to Schedule 13D is being filed on behalf of Weidong Yin to amend the Schedule 13D filed on February 7, 2008 and Amendment No.1 to Schedule 13D filed on February 8, 2016 (the “Original Schedule 13D”). The information in each Item below amends the information disclosed under the corresponding Item of the Original Schedule 13D. Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used herein have meanings as assigned thereto in the Original Schedule 13D unless defined herein. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraphs to the end thereof:

It is anticipated that, at the price per Common Share set forth in the Amalgamation Agreement (as described in Item 4 below), approximately US$284.0 million will be expended as the consideration for the Amalgamation (as described in Item 4 below).

It is anticipated that the funding for the Amalgamation will be provided by equity financing by the New Investors (as defined in Item 4 below) pursuant to the terms of the Equity Commitment Letters (as defined in Item 4 below).

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and restated as follows:

On June 26, 2017, the Issuer entered into an amalgamation agreement (the “Amalgamation agreement”) with Sinovac (Cayman) Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and Sinovac Amalgamation Sub Limited, an international business corporation incorporated under the Laws of Antigua and Barbuda and a wholly-owned subsidiary of Parent (“Amalgamation Sub”).

Pursuant to the Amalgamation Agreement, Amalgamation Sub will be amalgamated with and into the Issuer (the “Amalgamation”) with the Issuer surviving the Amalgamation and becoming a wholly-owned subsidiary of Parent as a result of the Amalgamation. At the effective time of the Amalgamation (the “Effective Time”), by virtue of the Amalgamation and without any action on the part of Parent, Amalgamation Sub, the Issuer or the holders of any securities of the Issuer, each Common Share of the Issuer issued and outstanding immediately prior to the Effective Time shall be cancelled in exchange for the right to receive $7.00 in cash per Common Share without interest, other than (a) Rollover Shares (as defined below), Common Shares held by Parent or any of its affiliates and Common Shares held by the Issuer or any of its subsidiaries (collectively, the “Excluded Shares”) and (b) Common Shares that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders who shall have validly exercised and not effectively withdrawn or lost their rights to dissent from the Amalgamation, or dissenter rights, in accordance with Section 191 of the International Business Corporation Act, CAP. 222 of the Revised Laws of Antigua and Barbuda (as consolidated and revised) (the “IBCA”) (collectively, the “Dissenting Shares”). The Excluded Shares will be cancelled for no consideration, and the Dissenting Shares will be cancelled and represent only the right to receive the payment of the fair value thereof determined in accordance with the provisions of Section 191(4) of the IBCA or Section 195(2) of the IBCA, as applicable. The Amalgamation is subject to the approval of the Issuer’s shareholders and various other closing conditions.

Concurrently with the execution of the Amalgamation Agreement, each of C-Bridge Healthcare Fund II, L.P. (“C-Bridge”), Advantech Capital L.P. (“Advantech”) and Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. (collectively, “Vivo,” and together with C-Bridge and Advantech, collectively, the “New Investors” and each a “New Investor”) executed a letter agreement in favor of Sinovac Holding (Cayman) Limited (“Holdco”) and Parent (each, an “Equity Commitment Letter” and collectively, the “Equity Commitment Letters”), pursuant to which each of the New Investors has agreed, subject to the terms and conditions set forth therein, to make an equity investment in Holdco immediately prior to the Closing in connection with the Amalgamation.

Concurrently with the execution of the Amalgamation Agreement, each of Weidong Yin and SAIF Partners IV L.P. (collectively, the “Rollover Investors,” and together with the New Investors, the “Investors”) executed a support agreement in favor of Parent and Holdco (the “Support Agreement”), pursuant to which, each of the Rollover Investors has agreed to, subject to the terms and conditions set forth therein and among other obligations, (i) the cancellation of the rollover shares identified under the Support Agreement (the “Rollover Shares”) held by such Rollover Investors for no consideration in the Amalgamation, (ii) subscribe for newly issued ordinary shares of Holdco immediately prior to the Closing and (iii) vote in favor of authorization and approval of the Amalgamation Agreement and the transactions contemplated by the Amalgamation Agreement (the “Transactions”), including the Amalgamation.

Concurrently with the execution of the Amalgamation Agreement, each of SAIF and the New Investors executed a limited guarantee in favor of the Issuer with respect to certain obligations of Parent under the Amalgamation Agreement (each a “Limited Guarantee” and collectively, the “Limited Guarantees”).

Concurrently with the execution of the Amalgamation Agreement, each of the Investors, Holdco, Parent and Amalgamation Sub entered into an interim investors agreement (the “Interim Investors Agreement”), which would govern, among other matters, the actions of Holdco, Parent and Amalgamation Sub and the relationship among the Investors with respect to the Amalgamation Agreement and the Transactions.

References to each of the Amalgamation Agreement, the Equity Commitment Letters, the Support Agreement, the Limited Guarantees and the Interim Investors Agreement in this Schedule 13D are qualified in their entirety by reference to such above-mentioned documents, as applicable, which are attached hereto as exhibits and incorporated herein by reference as if set forth in their entirety herein.

If the Amalgamation is completed, Common Shares would be delisted from the NASDAQ Global Select Market, and the Issuer’s obligation to file periodic reports under the Exchange Act, would terminate. In addition, consummation of the Transactions could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors of the Issuer (as the surviving company in the Amalgamation), and a change in the Issuer’s articles of incorporation and by-laws to reflect that the Issuer would become a privately held company.

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and restated as follows:

(a) Weidong Yin currently owns 6,124,500 shares of Common Shares, which represents approximately 10.73% of the total Common Shares issued and outstanding as of June 23, 2017.

(b) Weidong Yin has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 6,124,500 shares of Common Shares directly owned by him.

(c) Except as otherwise described herein, and to the knowledge of Weidong Yin, Weidong Yin has not affected any transaction in the Common Shares during the past sixty (60) days.

(d) Except as otherwise described herein, and to the knowledge of Weidong Yin, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares owned by Weidong Yin.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and restated as follows:

The information set forth in Items 3, 4 and 5 of this statement is incorporated by reference in its entirety into this Item 6. Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Weidong Yin and any other person with respect to the voting or disposition of the shares of Common Shares beneficially owned by Weidong Yin.

Item 7. Material to Be Filed as Exhibits

Item 7 of the Original Schedule 13D is hereby restated and amended as follows:

Exhibit 7.01: Proposal Letter from Weidong Yin and SAIF Partners IV L.P. to the board of directors of the Issuer, dated as of January 30, 2016 (previously filed on February 8, 2016)

Exhibit 7.02: Amalgamation Agreement (incorporated by reference to Exhibit 99.2 from the Issuer’s Form 6-K filed with the SEC on June 26, 2017)

Exhibit 7.03: Interim Investors Agreement

Exhibit 7.04: Support Agreement

Exhibit 7.05: Equity Commitment Letter, dated June 26, 2017, among C-Bridge Healthcare Fund II, L.P., Holdco and Parent

Exhibit 7.06: Equity Commitment Letter, dated June 26, 2017, among Advantech Capital L.P., Holdco and Parent

Exhibit 7.07: Equity Commitment Letter, dated June 26, 2017, among Vivo Capital Fund VIII, L.P., Holdco and Parent

Exhibit 7.08: Equity Commitment Letter, dated June 26, 2017, among Vivo Capital Surplus Fund VIII, L.P., Holdco and Parent

Exhibit 7.09: Limited Guarantee, dated June 26, 2017, between C-Bridge Healthcare Fund II, L.P. and the Issuer

Exhibit 7.10: Limited Guarantee, dated June 26, 2017, between Advantech Capital L.P. and the Issuer

Exhibit 7.11: Limited Guarantee, dated June 26, 2017, between Vivo Capital Fund VIII, L.P. and the Issuer

Exhibit 7.12: Limited Guarantee, dated June 26, 2017, between Vivo Capital Surplus Fund VIII, L.P. and the Issuer

Exhibit 7.13: Limited Guarantee, dated June 26, 2017, between SAIF Partners IV L.P. and the Issuer

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 7.03

Execution Version

INTERIM INVESTORS AGREEMENT

This Interim Investors Agreement (the “Agreement”) is made as of June 26, 2017 by and among Sinovac Holding (Cayman) Limited, a Cayman Islands company (“Holdco”), Sinovac (Cayman) Limited, a Cayman Islands company and wholly-owned subsidiary of Holdco (“Parent”), Sinovac Amalgamation Sub Limited, an Antigua and Barbuda company and wholly-owned subsidiary of Parent (“Amalgamation Sub”), the New Investors (as defined below) and the Rollover Investors (as defined below). Capitalized terms used herein but not defined shall have the meanings given to them in the Amalgamation Agreement (as defined below).

RECITALS

WHEREAS, on the date hereof, Sinovac Biotech Ltd., an Antigua and Barbuda company (the “Company”), Parent and Amalgamation Sub, executed an amalgamation agreement (the “Amalgamation Agreement”) pursuant to which Amalgamation Sub will be amalgamated with and into the Company (the “Amalgamation”) with the Company surviving the Amalgamation and becoming a wholly-owned subsidiary of Parent as a result of the Amalgamation;

WHEREAS, on the date hereof, each of C-Bridge Healthcare Fund II, L.P. (“C-Bridge”), Advantech Capital L.P. (“Advantech”), Vivo Capital Fund VIII, L.P. (“Vivo Capital”) and Vivo Capital Surplus Fund VIII, L.P. (“Vivo Capital Surplus”, together with Vivo Capital, “Vivo,” and together with C-Bridge and Advantech, the “New Investors” , and each a “New Investor”) executed a letter agreement in favor of Holdco and Parent (each, an “Equity Commitment Letter” and collectively, the “Equity Commitment Letters”), pursuant to which each of the New Investors has agreed, subject to the terms and conditions set forth therein, to make an equity investment (each, an “Equity Commitment,” and collectively, the “Equity Commitments”) in Holdco immediately prior to the Closing in connection with the Amalgamation;

WHEREAS, on the date hereof, each of Mr. Weidong Yin (“Chairman”) and SAIF Partners IV L.P. (collectively, the “Rollover Investors,” and together with the New Investors, the “Investors”) executed a support agreement in favor of Parent and Holdco (the “Support Agreement”), pursuant to which, each of the Rollover Investors has agreed to, subject to the terms and conditions set forth therein and among other obligations, (i) the cancellation of the Rollover Securities held by such Rollover Investors for no consideration in the Amalgamation (the cash-out value of such Rollover Securities in the Amalgamation if such Rollover Securities were not designated as Rollover Securities and were cashed out in accordance with the terms of the Amalgamation Agreement, each a “Rollover Commitment”, and the aggregate Rollover Commitments and Equity Commitments, collectively the “Commitments”), (ii) subscribe for newly issued ordinary shares of Holdco (the “Holdco Shares”) immediately prior to the Closing and (iii) vote in favor of authorization and approval of the Amalgamation Agreement and the transactions contemplated by the Amalgamation Agreement, including the Amalgamation;

WHEREAS, on the date hereof, each of the New Investors and SAIF or their respective Affiliates executed a limited guarantee in favor of the Company with respect to certain obligations of Parent under the Amalgamation Agreement (each a “Limited Guarantee” and collectively, the “Limited Guarantees”); and

WHEREAS, the Investors, Holdco, Parent and Amalgamation Sub wish to agree to certain terms and conditions that will govern the actions of Holdco, Parent and Amalgamation Sub and the relationship among the Investors with respect to the Amalgamation Agreement, the Equity Commitment Letters, the Support Agreement and the Limited Guarantees, and the transactions contemplated by each.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

AGREEMENT

1.            AGREEMENTS AMONG THE INVESTORS.

1.1           Actions under the Amalgamation Agreement. Subject to Section 1.7 hereof, the Requisite Investors (as defined below) may cause Parent to take any action or refrain from taking any action in order for Parent and/or Amalgamation Sub to comply with its obligations, satisfy its closing conditions or exercise its rights under the Amalgamation Agreement, including, without limitation, determining that the conditions to closing specified in Sections 7.01, 7.02 and 7.03 of the Amalgamation Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreement or condition in any of the Amalgamation Agreement (including any Closing Condition), the Support Agreement or the Equity Commitment Letters, amending or modifying any of the Amalgamation Agreement, the Support Agreement or the Equity Commitment Letters, and determining to close the Amalgamation; provided that the Requisite Investors may not cause Parent to amend the Amalgamation Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s written consent. Parent shall not, and the Investors shall not permit Parent or Amalgamation Sub to, determine that the Closing Conditions have been satisfied, waive compliance with any agreement or condition in the Amalgamation Agreement (including any Closing Condition), amend or modify the Amalgamation Agreement, the Support Agreement or the Equity Commitment Letters, or determine to close the Amalgamation unless such action has been approved in advance in writing by the Requisite Investors. Parent agrees not to take any action with respect to the Amalgamation Agreement, including granting or withholding of waivers and entering into amendments, unless such actions are in accordance with this Agreement. For the purposes of this Agreement, “Requisite Investors” shall mean all the Investors, as determined without taking into account any Failing Investor (as defined below) and/or any Non-Consenting Investor (as defined below). Notwithstanding any provision of this Agreement to the contrary, from and after the time an Investor becomes a Failing Investor, the approval or consent of such Failing Investor shall not be required for any purposes under this Agreement; provided that any Failing Investor that ultimately participates in the Amalgamation as a result of the Closing Investors (as defined below) exercising their rights to seek specific performance hereunder or the Company exercising its specific performance right under the Amalgamation Agreement shall no longer be deemed a Failing Investor, and its approval or consent rights shall be restored as of the date such previously Failing Investor funds its Commitment.

1.2           Equity and Rollover Financing. Subject to Section 1.7 hereof, Holdco shall, at the direction of the Requisite Investors, enforce the provisions of the Equity Commitment Letters in accordance with the terms of the Amalgamation Agreement and the Equity Commitment Letters. Except as otherwise permitted under the Equity Commitment Letters and the Support Agreement, prior to the Effective Time, none of the Investors shall be entitled to assign, sell-down or syndicate any part of its Commitment.

1.3           Support Agreement. Subject to Section 1.7 hereof, each of Holdco and Parent shall, at the direction of the Requisite Investors, enforce the provisions of the Support Agreement in accordance with the terms of the Amalgamation Agreement and the Support Agreement.

1.4           Management Arrangements. Subject to Section 1.7 hereof, Holdco and/or Parent shall, at the direction of the Requisite Investors, negotiate and enter or cause to be entered into definitive agreements with members of management of the Company with respect to the terms of management’s employment, compensation and equity incentives promptly after the Closing.

1.5           Shareholders Agreement; Appointment of Directors. Subject to Section 1.7 hereof, each Investor agrees to negotiate in good faith with the other Investors with respect to, and enter into prior to or at the Closing, a shareholders agreement (the “Shareholders Agreement”) or other definitive agreements containing, in principle, the terms set forth on Exhibit A hereto so long as such definitive agreements are either (a) consistent with Exhibit A or (b) inconsistent with Exhibit A and approved by all Investors. Holdco and each Investor hereby agree to take (or cause to be taken) all actions, if any, required to be taken by each, such that the board of directors of Holdco, and to the extent legally permissible, the board of directors of any Subsidiary of Holdco, has the composition contemplated by Exhibit A hereto immediately prior to the Effective Time.

1.6           Consummation of the Transaction. In the event that the Requisite Investors determine to close the Amalgamation in accordance with the terms of the Amalgamation Agreement, the Requisite Investors may terminate the participation in the transaction of any Failing Investor; provided that such termination shall not affect the rights of the Closing Investors against such Failing Investor with respect to such failure to fund, which rights shall be provided in Sections 2.4 and 2.5 hereof. In the event the Failing Investor’s participation in the transaction is terminated pursuant to this Section 1.6, the amount of the Failing Investor’s Commitment shall first be offered to the Investors (other than any Failing Investor) in proportion of their respective Commitments to the aggregate Commitments of the Investors (other than any Failing Investor) at the time of such termination, and if none or not all of the Failing Investor’s Commitment is accepted by the Investors (other than any Failing Investor) in such proportion, then the Requisite Investors may offer the Failing Investor’s Commitment, or the applicable portion thereof, to all the Investors and/or one or more new investors approved by the Requisite Investors.

1.7           Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent and Amalgamation Sub shall not, and the Requisite Investors shall not permit Parent or Amalgamation Sub to (i) modify or amend the Amalgamation Agreement so as to increase or modify in a manner adverse to Parent or the Investors the amount or form of the Amalgamation Consideration (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (ii) modify or waive, in a manner adverse to Parent or the Investors, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages available to the Company or (iii) materially modify the structure of the transaction contemplated by the Amalgamation Agreement, in each case, without the consent of each Investor; provided that in the event that the Requisite Investors (other than any Non-Consenting Investor) are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent and/or Amalgamation Sub to do so) with respect to the matters described in clauses (i) through (iii) above and any one Investor declines to agree to, proceed with, or take any action with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the transaction, and in such event such Non-Consenting Investor shall have no rights or liability hereunder (except as specifically provided in Section 1.9 and Section 1.11.3 hereof) or, if applicable, under its Equity Commitment Letter, its Limited Guarantee or the Support Agreement; and provided, further, that such Non-Consenting Investor shall have received a full and unconditional release of its or his obligations under this Agreement (other than the applicable provisions of Section 1.9 and Section 1.11.3 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and, if applicable, under its Equity Commitment Letter, its Limited Guarantee and the Support Agreement from Holdco, Parent, the Company, and each other Investor, or a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its Equity Commitment Letter, its Limited Guarantee and the Support Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the transaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the Investors (other than the Non-Consenting Investor(s) and any Failing Investors) in proportion of their respective Commitments to the aggregate Commitments of the Investors at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the Investors (other than the Non-Consenting Investor(s) and any Failing Investors) in such proportion, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to all of the Investors and/or to one or more new investors approved by the Requisite Investors.

1.8           Company Termination Fee. Any Company Termination Fee paid by the Company or any of its affiliates pursuant to the Amalgamation Agreement or otherwise, after making adequate provisions for the payment or reimbursement of Consortium Costs (as defined below) pursuant to Section 1.9 hereof shall be promptly paid by Parent or Amalgamation Sub to the Investors (other than any Investor that is a (i) Non-Consenting Investor whose participation in the transaction has been terminated pursuant to Section 1.7 hereof or (ii) a Failing Investor at the time of termination of the Amalgamation Agreement) or its designee(s) in proportion of its Commitment to the aggregate Commitments of the Investors (other than the Non-Consenting Investor(s) and the Failing Investor(s)).

1.9           Expense Sharing.

1.9.1           In the event the Amalgamation is consummated, Parent or the Company will bear all out-of-pocket expenses incurred by Holdco, Parent, Amalgamation Sub and each Investor, including, without limitation, (i) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, tax advisors, consultants and other advisors that may have been retained by Holdco, Parent, Amalgamation Sub or the Investors as a consortium (the “Consortium”), (ii) any fees related to the Amalgamation (all such fees and expenses, in the aggregate, the “Consortium Costs”) and (iii) the reasonable and documented fees, expenses and disbursements of Skadden, Arps, Slate, Meagher & Flom LLP (as a separate advisor retained by C-Bridge and Advantech), Ropes & Gray LLP (as a separate advisor retained by Vivo), and any other bona fide advisors separately engaged by any of the New Investors in connection with the Amalgamation (the “Separate Advisors Costs”). For the avoidance of doubt, (i) the Consortium Costs shall include indemnities actually paid or payable to the lawyers, accountants, tax advisors, consultants, and other advisors who have been engaged with respect to the Amalgamation; (ii) the reasonable and documented fees, expenses and disbursements of lawyers, accountants, tax advisors, consultants and other advisors that may be retained by the Consortium after the date hereof as approved by the Requisite Investors; and (iii) Kirkland & Ellis, Lazard Asia (Hong Kong) Limited, King and Wood Mallesons, Roberts & Co and Maples & Calder are advisors engaged by the Consortium in connection with the Amalgamation.

1.9.2           In the event of a termination of the Amalgamation Agreement in which a Company Termination Fee is paid to Parent, Parent shall first pay or cause to be paid all Consortium Costs from the Company Termination Fee and distribute any remaining amount of the Company Termination Fee to the applicable Investors in accordance with Section 1.8 hereof.

1.9.3           In the event of a termination of the Amalgamation Agreement in which no Company Termination Fee is paid to Parent, each Investor agrees that each Investor (including the Failing Investor(s) and/or the Non-Consenting Investor(s) to the extent the amount of the Equity Commitment of such Failing Investor(s) and/or Non-Consenting Investor(s) have not been accepted by the other Investors and/or one or more new investors approved by the Requisite Investors) will be responsible for its or his proportionate share (determined by reference to the amount of its Equity Commitment (including rollover commitments) to the aggregate of Equity Commitments of all Investors) of Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor; provided that if the Amalgamation Agreement is terminated and the Amalgamation is not consummated due to the action or inaction of one or more Failing Investor(s), such Failing Investor(s) shall reimburse the Closing Investors for (i) all Consortium Costs and Separate Advisors Costs (if applicable) incurred by the Closing Investor(s), (ii) any payment obligations of Parent and Amalgamation Sub under Sections 8.06(b) of the Amalgamation Agreement, any reimbursement obligations of Parent and Amalgamation Sub under Sections 8.06(d) of the Amalgamation Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantees and (iii) any other damages or losses payable to the Company; provided further that if the Amalgamation Agreement is terminated as a result of a breach by one or more of the Rollover Investors or their respective directors or officers of the representation, warranty and covenant in Section 1.11.8 of this Agreement, none of the New Investors shall be responsible for any portion of the amounts referred to in the foregoing (i), (ii) or (iii), and the breaching Rollover Investor(s) shall reimburse each New Investor for (x) all Consortium Costs and Separate Advisors Costs incurred by such New Investor, (y) any payment obligations of Parent and Amalgamation Sub under Sections 8.06(b) of the Amalgamation Agreement or any reimbursement obligations of Parent and Amalgamation Sub under Sections 8.06(d) of the Amalgamation Agreement payable by such New Investor, or any guarantee of either of the foregoing pursuant to the applicable Limited Guarantee of such New Investor and (z) any other damages or losses payable by such New Investor to the Company, for so long as such New Investor (a) is not a Failing Investor or (b) such New Investor would have been ready, willing and able to fund its Equity Commitment without such breach by the Rollover Investor(s) or their respective directors or officers of Section 1.11.8. Notwithstanding the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the transaction. Any fees and expenses incurred by any Investor other than the Consortium Costs will be borne by such Investor.

1.9.4           Prior to making any payment of Consortium Costs hereunder, each Investor shall be entitled to receive and review reasonable documentation of such fees and expenses.

1.9.5           The obligations under this Section 1.9 shall exist whether or not the Amalgamation is consummated, and shall survive the termination of the other terms of this Agreement.

1.10         Notice of Closing; Notices. Parent will use its commercially reasonable efforts to provide each Investor with at least fifteen (15) Business Days prior notice of the Closing Date under the Amalgamation Agreement; provided that the failure to provide such notice will not relieve an Investor of its obligations under this Agreement except to the extent that such Investor is materially prejudiced by such failure. Any notices received by Parent pursuant to Section 9.02 of the Amalgamation Agreement shall be promptly provided to each Investor at the address set forth in such Investor’s Equity Commitment Letter or the Support Agreement.

1.11         Representations and Warranties; Covenants.

1.11.1         Each party hereto represents and warrants to the other parties hereto that: (i) if such party is an entity, it has the requisite power and authority to execute, deliver and perform this Agreement, (ii) if such party is an entity, the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the party of such party and no other proceedings or procedures are necessary to approve this Agreement, (iii) this Agreement has been duly executed and delivered by such party and constitutes a valid and binding agreement of such party enforceable in accordance with the terms hereof, and (iv) such party’s execution, delivery and performance of this Agreement will not violate: (a) if such party is a corporate entity, any provision of its organizational documents or (b) or any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such party.

1.11.2         Each Investor hereto represents, warrants and covenants to the other Investors that: (i) none of the information supplied in writing by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Amalgamation Sub set forth in the Amalgamation Agreement; (ii) it has not entered into any agreement, arrangement or understanding with any other Investor, any other potential investor or group of investors or the Company with respect to the subject matter of this Agreement and the Amalgamation Agreement or any other similar transaction involving the Company, other than the agreements expressly contemplated by this Agreement (including exhibits), the Amalgamation Agreement, any confidentiality or standstill agreement, the Company SEC Reports and other forms, reports or documents filed with the SEC by any Investor on or prior to the date hereof.

1.11.3         Until this Agreement is terminated pursuant to Section 2.1, no Investor shall enter into any agreement, arrangement or understanding or have discussions with any other potential investor or acquiror or group of investors or acquirors or the Company or any of its representatives with respect to the subject matter of this Agreement and the Amalgamation Agreement or any other similar transaction involving the Company without the prior approval of the Requisite Investors other than the agreements expressly contemplated by this Agreement (including exhibits), the Amalgamation Agreement and any confidentiality or standstill agreement; provided that this Section 1.11.3 shall continue to apply to an Investor (a) that is a Failing Investor or that is released from this Agreement pursuant to Section 1.8 for a period of one (1) year following such failure or release; or (b) whose participation in the transaction is terminated pursuant to Section 1.7 hereof until the earlier of the Effective Time and termination of the Amalgamation Agreement pursuant to Article VIII thereof.

1.11.4         Neither Holdco nor Parent shall enter into any agreement with an Investor or group of Investors that has the effect of discriminating against any Investor in a manner that is materially adverse to such Investor without such Investor’s prior written consent, except to the extent expressly permitted by the terms of this Agreement. Holdco and Parent shall provide to all Investors a copy of each agreement to be entered into with less than all of the Investors prior to the execution of such agreement.

1.11.5         The Investors shall cooperate in defending any claim that the Investors are or any of them is liable to make payments under the Limited Guarantees.

1.11.6         Each Investor represents, warrants and covenants to the other parties hereto that it shall use (and shall cause its Subsidiaries and Affiliates to use) commercially reasonable best efforts to take or cause to be taken all actions and do or cause to be done all things reasonably necessary, proper or advisable to obtain as promptly as practicable, if it or its Subsidiaries and Affiliates have not yet obtained, all consents, approvals, registrations, authorizations, waivers, permits and orders from any Third Party or Governmental Authority necessary or advisable to be obtained in order to perform its obligations set forth hereunder and consummate the transactions contemplated hereunder and under the Amalgamation Agreement.

1.11.7         The Investors shall cooperate with each other and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective commercially reasonable best efforts to take or cause to be taken all actions and do or cause to be done all things reasonably necessary, proper or advisable on its respective part to help Holdco, Parent and/or Amalgamation Sub to obtain as promptly as practicable all consents, approvals, registrations, authorizations, waivers, permits and orders, from any Third Party and/or Governmental Authority necessary or advisable to be obtained in order to consummate the Amalgamation or any other transactions contemplated by the Amalgamation Agreement.

1.11.8         Each of Holdco, Parent, Amalgamation Sub and the Rollover Investors, severally but not jointly, represents, warrants and covenants to the New Investors that it or he is not aware of any breach of the Company of any representation, warranty, covenant or agreement under the Amalgamation Agreement (including Article III, Article V and Article VI thereof) as of the date hereof, and shall not, and shall cause its or his Affiliates, directors, officers, employees, agents or representatives, as applicable, not to, take any action or inaction, or give any direction to the Company or any of its Subsidiaries, that would cause breach by the Company of such representation, warranty, covenant or agreement; provided that whether there is a breach by the Company of any representation, warranty, covenant or agreement under the Amalgamation Agreement for purposes of this Section 1.11.8 shall be determined without regard to clause (iv) of the first sentence in Section 6.16 of the Amalgamation Agreement.

1.12         PR Coordination. Subject to Section 6.12 of the Amalgamation Agreement as it relates to Parent and Amalgamation Sub, each party hereto will coordinate in good faith in relation to any and all press releases and other public relations matters with respect to the Amalgamation and the transactions contemplated hereby. Unless otherwise required by law or the rules of any stock exchange or regulatory authority, no party hereto may issue any press release or otherwise make any public announcement or comment on the Amalgamation and the transactions contemplated hereby without the prior consent of the Requisite Investors, which consent shall not be unreasonably withheld, delayed or conditioned.

1.13         Confidentiality. Each of the parties hereto agree that, until the second (2nd) anniversary of the date hereof, none of the parties shall, and each party hereto shall cause its directors, officers, employees, advisors and other agents and representatives (all such persons, with respect to any person, such person’s “Representatives”) not to, directly or indirectly, disclose to any other person (other than such party’s Representatives) any Confidential Information received from the other parties hereto, except as compelled by a court or required by law, legal process, rule or regulation (including securities rules and regulations). For purposes hereof, “Confidential Information” means any information, whether in written, oral or other form with respect to the Company, the parties hereto and the transactions contemplated under this Agreement, the Amalgamation Agreement and other transaction agreements referenced herein and therein, provided that Confidential Information does not include any information which at the time of disclosure or thereafter is (i) generally available to or known by the public other than as a result of a disclosure by the receiving party of such information in breach of an obligation of confidentiality, (ii) lawfully available to the recipient of such information from a source other than the disclosing party or its Representatives which source is not, as far as the recipient is aware, in breach of an obligation of confidentiality, (iii) already in the recipient’s or its Representatives’ possession which possession is not, as far as the recipient is aware, in breach of an obligation of confidentiality, or (iv) independently developed by the recipient or its Representatives’ without using any Confidential Information.

2.            MISCELLANEOUS.

2.1           Effectiveness. This Agreement shall become effective on the date hereof and shall terminate (except with respect to Sections 1.8, 1.9, 1.11, 1.12, 1.13 and 2) upon the earlier of the Effective Time of the Amalgamation and the termination of the Amalgamation Agreement pursuant to Article VIII thereof; provided that any liability for failure to comply with the terms of this Agreement prior to such termination shall survive such termination.

2.2           Amendment. This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by the Requisite Investors; provided that (i) no provision of this Agreement (including exhibits) may be amended in a manner that disproportionately, materially and adversely affects an Investor without such Investor’s written prior consent and (ii) no provision in this Agreement that requires the consent of each Investor may be amended without a consent in writing signed by all of the Investors.

2.3           Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

2.4           Remedies. The parties hereto agree that, except as provided herein, this Agreement will be enforceable by all available remedies at law or in equity (including, without limitation, specific performance), provided that the Agreement may only be enforced against an Investor by Holdco, Parent or Amalgamation Sub, acting at the direction of the Requisite Investors. In the event that (i) Holdco and Parent determine to enforce the provisions of the Equity Commitment Letters, or (ii) Holdco and Parent determine to enforce the provisions of the Support Agreement, in each case, in accordance with this Agreement, and the Requisite Investors are prepared to (x) cause Parent and Amalgamation Sub to consummate the Amalgamation in accordance with this Agreement, (y) fulfill their obligations under the Support Agreement and (z) fund their Equity Commitments immediately prior to the Closing, as evidenced in writing to the other Investors (the Investors who are so prepared for each applicable action, the “Closing Investors”), but one or more Investors fails to fund its Equity Commitment or provides written notice that it will not fund its Equity Commitment, or fails to fulfill its or his obligations under the Support Agreement or provide written notice that it or he will not fulfill its or his obligations under the Support Agreement, as applicable (each such Investor, a “Failing Investor”), the parties hereto agree that the Closing Investors shall be entitled to, in their discretion, either (a) specific performance of the terms of this Agreement, the Equity Commitment Letters and/or the Support Agreement, as applicable, together with any costs of enforcement incurred by the Closing Investors in seeking to enforce such remedy or (b) payment by the Failing Investors in an amount equal to the aggregate out-of-pocket damages incurred by such Closing Investors (including amounts paid under any such Investor’s Limited Guarantee). If Holdco, Parent or Amalgamation Sub acting at the direction of the Requisite Investors, determines to enforce the remedy described in the preceding sentence against any Failing Investor, it must do so against all Failing Investors. If there are multiple Failing Investors, each Failing Investor’s portion of the total obligations hereunder shall be the amount equal to the product of (i) the amounts due from all Failing Investors hereunder (including the value of any Rollover Commitment) multiplied by (ii) a fraction of which the numerator is such Failing Investor’s Commitment, as applicable, and the denominator is the sum of all Failing Investors’ Commitments.

2.5           No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Investors may be partnerships or limited liability companies, Holdco, Parent, Amalgamation Sub and each Investor covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or affiliate thereof, as such, to the extent applicable, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or affiliate thereof, as such, to the extent applicable, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

2.6           Governing Law; Consent to Jurisdiction. This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof that would subject such matter to the Laws of another jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 2.6. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

2.8           Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

2.9           Other Agreements. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties hereto or any of their affiliates with respect to the subject matter contained herein except for such other agreements as are references herein which shall continue in full force and effect in accordance with their terms.

2.10         Assignment. This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties, except that the Agreement may be assigned to an Affiliate of a party hereto; provided that the party making such assignment shall not be released from its obligations hereunder. Any attempted assignment in violation of this Section 2.10 shall be void.

2.11         Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

2.12         Several Liabilities. The obligations and liabilities of Vivo Capital and Vivo Capital Surplus under this Agreement shall be several and not joint.

[Signature pages follow]

In witness whereof, each of the undersigned has duly executed this Agreement as of the date first written above.

[Signature Page to Interim Investors Agreement]

In witness whereof, each of the undersigned has duly executed this Agreement as of the date first written above.

[Signature Page to Interim Investors Agreement]

In witness whereof, each of the undersigned has duly executed this Agreement as of the date first written above.

[Signature Page to Interim Investors Agreement]

In witness whereof, each of the undersigned has duly executed this Agreement as of the date first written above.

[Signature Page to Interim Investors Agreement]

In witness whereof, each of the undersigned has duly executed this Agreement as of the date first written above.

[Signature Page to Interim Investors Agreement]

In witness whereof, each of the undersigned has duly executed this Agreement as of the date first written above.

[Signature Page to Interim Investors Agreement]

Exhibit A

Shareholders Agreement Term Sheet

Exhibit 7.04

Execution Version

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 26, 2017 by and among Sinovac (Cayman) Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), Sinovac Holding (Cayman) Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Holdco”), Mr. Weidong Yin (the “Chairman”) and SAIF Partners IV L.P., an exempted limited partnership registered under the Laws of the Cayman Islands (“SAIF” and, together with the Chairman, the “Rollover Shareholders” and each, a “Rollover Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Amalgamation Agreement (as defined below).

WHEREAS, Parent, Sinovac Amalgamation Sub Limited, an international business corporation incorporated under the Laws of Antigua and Barbuda and a wholly-owned subsidiary of Parent (“Amalgamation Sub”) and Sinovac Biotech Ltd., a company limited by shares incorporated under the Laws of Antigua and Barbuda and listed on the NASDAQ Global Select Market (the “Company”) have, concurrently with the execution of this Agreement, entered into an amalgamation agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Amalgamation Agreement”), which provides, among other things, for the amalgamation of Amalgamation Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Amalgamation”), upon the terms and subject to the conditions set forth in the Amalgamation Agreement;

WHEREAS, as of the date hereof, each Rollover Shareholder is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of the issued and outstanding Shares, Company Options and/or Company RSs (as applicable) as set forth opposite such Rollover Shareholder’s name under column “Owned Securities” on Schedule A hereto (with respect to each Rollover Shareholder, the “Owned Securities”) (the Owned Securities, together with any other Shares, Company Options and/or Company RSs acquired (whether beneficially or of record) by such Rollover Shareholder after the date hereof and prior to the earlier of the Effective Time and the termination of all such Rollover Shareholder’s obligations under this Agreement, including any Shares, Company Options and/or Company RSs acquired by means of purchase, dividend or distribution, or issued upon the exercise of any Company Options or warrants or the conversion of any convertible securities or otherwise, being collectively referred to herein as the “Securities”);

WHEREAS, in connection with the consummation of the Amalgamation, each Rollover Shareholder agrees to (a) have his or its respective Shares as set forth opposite such Rollover Shareholder’s name under the column “Rollover Shares” on Schedule A hereto (the “Rollover Shares”) cancelled for no consideration in connection with the Amalgamation, (b) subscribe for newly issued ordinary shares of Holdco (the “Holdco Shares”) immediately prior to the Closing and (c) vote the Securities at the Shareholders’ Meeting in favor of the Amalgamation, in each case, in accordance with and subject to the terms and conditions of this Agreement;

WHEREAS, in order to induce Parent and Amalgamation Sub to enter into the Amalgamation Agreement and consummate the Transactions, the Rollover Shareholders are entering into this Agreement;

WHEREAS, each Rollover Shareholder acknowledges that Parent and Amalgamation Sub are entering into the Amalgamation Agreement in reliance on the representations, warranties, covenants and other agreements of the Rollover Shareholders set forth in this Agreement; and

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

VOTING; GRANT AND APPOINTMENT OF PROXY

Section 1.1           Voting. From and after the date hereof until the earlier of (x) the Effective Time and (y) the termination of the Amalgamation Agreement pursuant to and in compliance with the terms therein (such earlier time, the “Expiration Time”), each Rollover Shareholder hereby irrevocably and unconditionally agrees that at the Shareholders’ Meeting or any other meeting (whether annual or special) of the shareholders of the Company, however called, at which any of the matters described in paragraphs (a) – (f) hereof is to be considered (and any adjournment or postponement thereof), or in connection with any written resolution of the Company’s shareholders proposed in accordance with the articles of incorporation and by-laws of the Company, such Rollover Shareholder shall (i) in the case of a meeting, appear or cause his or its Representative(s) to appear at such meeting or otherwise cause his or its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written resolution proposed in accordance with the articles of incorporation and by-laws of the Company, if applicable) all of such Rollover Shareholder’s Securities:

(a)          for authorization and approval of the Amalgamation Agreement, the Plan of Amalgamation and the Transactions, including the Amalgamation, and any action required in furtherance thereof,

(b)          against any Competing Transaction or any other transaction, proposal, agreement or action made in opposition to authorization and approval of the Amalgamation Agreement and the Transactions, including the Amalgamation, or in competition or inconsistent with the Transactions, including the Amalgamation,

(c)          against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Transactions, including the Amalgamation, or this Agreement or the performance by such Rollover Shareholder of his or its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, amalgamation, consolidation or other business combination involving any Group Company (other than the Amalgamation); (ii) a sale, lease or transfer of a material amount of assets (whether real, personal or mixed, and including leasehold interests and intangible property) of any Group Company or a reorganization, recapitalization or liquidation of any Group Company; (iii) an election of new members to the Company Board, other than nominees to the Company Board who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Amalgamation Agreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation and by-laws, except if approved in writing by Parent; or (v) any other action that would require the consent of Parent pursuant to the Amalgamation Agreement, except if approved in writing by Parent,

(d)          against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Amalgamation Agreement, or of such Rollover Shareholder contained in this Agreement or otherwise reasonably requested by Parent in order to consummate the Transactions, including the Amalgamation,

(e)          in favor of any adjournment or postponement of the Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, at which any of the matters described in paragraphs (a) through (f) hereof is to be considered (and any adjournment or postponement thereof), and

(f)          in favor of any other matter necessary to effect the Transactions, including the Amalgamation.

Any such vote (including by proxy or written resolution proposed in accordance with the articles of incorporation and by-laws of the Company, if applicable) on the matters described in paragraphs (a) – (f) hereof by such Rollover Shareholder shall be cast or submitted in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (including by proxy or written resolution proposed in accordance with the articles of incorporation and by-laws of the Company, if applicable).

Section 1.2           Grant of Irrevocable Proxy; Appointment of Proxy.

(a)          Effective immediately upon the execution of the Amalgamation Agreement, without any further action by any person, and only in the event and to the extent that such Rollover Shareholder fails to perform his or its obligations under Section 1.1 above, each Rollover Shareholder hereby irrevocably appoints Parent and any designee thereof as his or its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution proposed in accordance with the articles of incorporation and by-laws of the Company, if applicable) such Rollover Shareholder’s Shares in accordance with Section 1.1 above at the Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Shareholder prior to the execution of this Agreement in respect of the voting of such Rollover Shareholder’s Shares, if any, are not irrevocable and each Rollover Shareholder hereby revokes (and shall cause to be revoked if necessary) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Shareholder’s Shares. Each Rollover Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

(b)          Each Rollover Shareholder affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Amalgamation Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Shareholder under this Agreement. Each Rollover Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Shareholder agrees to vote such Rollover Shareholder’s Shares in accordance with Section 1.1 above prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Section 1.3           Restrictions on Transfers. Except as provided for in Article III below or pursuant to the Amalgamation Agreement, each Rollover Shareholder hereby agrees that, from the date hereof until the Expiration Time, such Rollover Shareholder shall not, and shall cause its Affiliates not to, directly or indirectly, (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by amalgamation, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, (d) take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Transactions or this Agreement or the performance by the Company of its obligations under the Amalgamation Agreement or by any Rollover Shareholder from performing any of his or its obligations under this Agreement, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d); provided that the foregoing shall not prevent the conversion of Company Options into the right to receive payment in accordance with the terms of, and to the extent provided in, the Amalgamation Agreement. Any purported Transfer in violation of this Section 1.3 shall be null and void.

ARTICLE II

ROLLOVER SHARES

Section 2.1           Cancellation of Rollover Shares. Subject to the terms and conditions set forth herein, (a) each Rollover Shareholder agrees that his or its Rollover Shares shall be cancelled at the Closing for no consideration, and (b) other than his or its Rollover Shares, all equity securities of the Company held by such Rollover Shareholder, if any, shall be treated as set forth in the Amalgamation Agreement and not be affected by the provisions of this Agreement. Each Rollover Shareholder shall take all actions necessary to cause the number of Rollover Shares opposite such Rollover Shareholder’s name on Schedule A hereto to be treated as set forth herein.

Section 2.2           Subscription of Holdco Shares. Immediately prior to the Closing, in consideration for the cancellation of the Rollover Shares held by each Rollover Shareholder in accordance with Section 2.1, Holdco shall issue to such Rollover Shareholder (or, if designated by such Rollover Shareholder in writing, an Affiliate of such Rollover Shareholder), and such Rollover Shareholder or his or its Affiliate (as applicable) shall subscribe for, the number of Holdco Shares, at par value per share, equal to the number of Rollover Shares held by such Rollover Shareholder and cancelled pursuant to Section 2.1 above. Each Rollover Shareholder hereby acknowledges and agrees that (a) delivery of such Holdco Shares shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Shareholder by Holdco, Parent and Amalgamation Sub in respect of the Rollover Shares held by such Rollover Shareholder and cancelled pursuant to Section 2.1 above, and (b) such Rollover Shareholder shall have no right to the Amalgamation Consideration in respect of the Rollover Shares held by such Rollover Shareholder.

Section 2.3           Rollover Closing. Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in Sections 7.01 and 7.02 of the Amalgamation Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription and issuance of Holdco Shares contemplated hereby (the “Rollover Closing”) shall take place immediately prior to the Closing.

Section 2.4           Deposit of Rollover Shares. No later than five (5) Business Days prior to the Closing, each Rollover Shareholder and any agent of such Rollover Shareholder holding certificates evidencing any of the Rollover Shares shall deliver or cause to be delivered to Parent all certificates representing such Rollover Shares in such Person’s possession, for disposition in accordance with the terms of this Agreement; such certificates and documents shall be held by Parent or any agent authorized by Parent until the Closing.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE ROLLOVER SHAREHOLDERS

Section 3.1           Representations and Warranties. Each Rollover Shareholder, severally and not jointly, represents and warrants to Parent and Holdco as of the date hereof and as of the Closing:

(a)          such Rollover Shareholder has the requisite full legal right, power, capacity and authority to execute and deliver this Agreement, to perform such Rollover Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby;

(b)          this Agreement has been duly executed and delivered by such Rollover Shareholder and the execution, delivery and performance of this Agreement by such Rollover Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Rollover Shareholder and no other actions or proceedings on the part of such Rollover Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby;

(c)          assuming due authorization, execution and delivery by Parent, Holdco and the other Rollover Shareholders, this Agreement constitutes a legal, valid and binding agreement of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law);

(d)          (i) such Rollover Shareholder (A) is and, immediately prior to the Closing, will be the beneficial owner of, and has and will have good and valid title to, his or its Securities, free and clear of Liens other than as created by this Agreement, and (B) has and will have sole or shared (together with Affiliates controlled by such Rollover Shareholder) voting power, power of disposition, and power to demand dissenter’s rights, in each case with respect to all of his or its Securities, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities Laws, the Laws of Antigua and Barbuda, the Laws of Cayman Islands, PRC Laws and the terms of this Agreement; (ii) his or its Securities are not subject to any voting trust agreement or other Contract to which such Rollover Shareholder is a party restricting or otherwise relating to the voting or Transfer of such Securities other than this Agreement; (iii) such Rollover Shareholder has not Transferred any interest in any of his or its Securities pursuant to any Derivative Transaction; (iv) as of the date hereof, other than his or its Owned Securities, such Rollover Shareholder does not own, beneficially or of record, any Shares or other securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities); and (v) such Rollover Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any of his or its Rollover Shares, except as contemplated by this Agreement;

(e)          except for the applicable requirements of the Exchange Act, the Securities Act, any other U.S. federal or state securities Laws, and the rules and regulations of NASDAQ, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Rollover Shareholder for the execution, delivery and performance of this Agreement by such Rollover Shareholder or the consummation by such Rollover Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Rollover Shareholder nor the consummation by such Rollover Shareholder of the transactions contemplated hereby, nor compliance by such Rollover Shareholder with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of any such Rollover Shareholder which is an entity, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of such Rollover Shareholder pursuant to any Contract to which such Rollover Shareholder is a party or by which such Rollover Shareholder or any property or asset of such Rollover Shareholder is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Rollover Shareholder or any of such Rollover Shareholder’s properties or assets;

(f)          there is no Action pending against such Rollover Shareholder or, to the knowledge of such Rollover Shareholder, any other person, or, to the knowledge of such Rollover Shareholder, threatened against any such Rollover Shareholder or any other person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Rollover Shareholder of his or its obligations under this Agreement;

(g)          such Rollover Shareholder has been afforded the opportunity to ask such questions as he or it has deemed necessary of, and to receive answers from, representatives of Parent and Holdco concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning the Holdco Shares and such Rollover Shareholder acknowledges that he or it has been advised to discuss with his or its own counsel the meaning and legal consequences of such Rollover Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby; and

(h)          such Rollover Shareholder understands and acknowledges that Parent, Amalgamation Sub and the Company are entering into the Amalgamation Agreement in reliance upon such Rollover Shareholder’s execution, delivery and performance of this Agreement.

Section 3.2           Covenants. Each Rollover Shareholder hereby:

(a)          agrees, prior to the Expiration Time, not to knowingly take any action that would make any representation or warranty of such Rollover Shareholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Rollover Shareholder of his or its obligations under this Agreement;

(b)          irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Amalgamation that such Rollover Shareholder may have with respect to such Rollover Shareholder’s Securities prior to the Expiration Time;

(c)          agrees to permit the Company and Parent to publish and disclose in any press release, the Proxy Statement (including all documents filed with the SEC in accordance therewith) and any other disclosure documents in connection with the Amalgamation Agreement and any filings with or notices to any Governmental Authority in connection with the Transactions, such Rollover Shareholder’s identity and beneficial ownership of Shares, Securities or other equity securities of the Company and the nature of such Rollover Shareholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that the Company or Parent reasonably determines in its good faith judgement is required to be disclosed by Law;

(d)          agrees and covenants, severally and not jointly, that such Rollover Shareholder shall promptly (and in any event within forty-eight (48) hours) notify Parent and the Company of any new Shares, Securities and/or other securities of the Company with respect to which beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares, or upon exercise or conversion of any securities of the Company after the date hereof. Any such Shares, Securities and/or other securities of the Company shall automatically be deemed as “Owned Securities” held by such Rollover Shareholder pursuant to the terms of this Agreement, and Schedule A hereto shall be deemed amended accordingly; and

(e)          agrees further that, upon request of Parent, such Rollover Shareholder shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably be deemed by Parent to be necessary or desirable to carry out the provisions of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDCO

Each of Parent and Holdco represents and warrants to each Rollover Shareholder that as of the date hereof and as of the Closing:

(a)          each of Parent and Holdco is duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Holdco and the execution, delivery and performance of this Agreement by Parent and Holdco and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Holdco and no other corporate actions or proceedings on the part of Parent and Holdco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Assuming due authorization, execution and delivery by the Rollover Shareholders, this Agreement constitutes a legal, valid and binding obligation of Parent and Holdco, enforceable against Parent and Holdco in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law);

(b)          except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent or Holdco for the execution, delivery and performance of this Agreement by Parent and Holdco or the consummation by Parent and Holdco of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent and Holdco, nor the consummation by Parent and Holdco of the transactions contemplated hereby, nor compliance by Parent and Holdco with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent or Holdco, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent or Holdco pursuant to, any Contract to which Parent or Holdco is a party or by which Parent or Holdco, or any of their property or asset is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Holdco any of their properties or assets;

(c)          except as contemplated by the Amalgamation Agreement or otherwise agreed to by the parties hereto, at and immediately after the Closing, there shall be (i) no options, warrants, or other rights to acquire share capital of Holdco or Parent, (ii) no outstanding securities exchangeable for or convertible into share capital of Holdco or Parent, and (iii) no outstanding rights to acquire or obligations to issue any such options, warrants, rights or securities; and

(d)          at the Rollover Closing, the Holdco Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all claims, liens and encumbrances, other than restrictions arising under applicable securities Laws.

ARTICLE V

TERMINATION

This Agreement, and the obligations of the Rollover Shareholders hereunder (including, without limitation, Section 1.2 hereof), shall terminate and be of no further force or effect immediately upon the earlier to occur of (a) the Effective Time and (b) the date of termination of the Amalgamation Agreement in accordance with its terms (unless the Company shall have made a claim under this Agreement, in which case this Agreement shall terminate upon the resolution of such action and, to the extent applicable, the satisfaction by the parties hereto of any obligation finally determined or otherwise agreed to be owed by the parties hereto pursuant to this Agreement). Notwithstanding the preceding sentence, this Article V and Article VI shall survive any termination of this Agreement. Nothing in this Article V shall relieve or otherwise limit any party’s liability for any breach of this Agreement prior to the termination of this Agreement. If for any reason the Amalgamation fails to occur but the Rollover Closing contemplated by Article II has already taken place, then Holdco and Parent shall promptly take all such actions as are necessary to restore each such Rollover Shareholder to the position it was in with respect to ownership of the Rollover Shares prior to the Rollover Closing.

ARTICLE VI

MISCELLANEOUS

Section 6.1           Notices. All notices and other communications hereunder shall be in writing in the English language and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile or e-mail, or (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier. All notices hereunder shall be delivered to the addresses set forth below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.1):

(i)          If to a Rollover Shareholder, to the address set forth next to such Rollover Shareholder’s name on Schedule A hereto.

(ii)          If to Parent and/or Holdco:

Section 6.2           Capacity. Notwithstanding anything to the contrary in this Agreement, (i) each Rollover Shareholder is entering into this Agreement, and agreeing to become bound hereby, solely in his or its capacity as a beneficial owner of Securities and not in any other capacity (including without limitation any capacity as a director of the Company) and (ii) nothing in this Agreement shall obligate such Rollover Shareholder or his or its Representatives to take, or forbear from taking, as a director or officer of the Company, any action which is inconsistent with his or its fiduciary duties under applicable Law.

Section 6.3           Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only as broad as is enforceable.

Section 6.4           Entire Agreement. This Agreement and the Amalgamation Agreement embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede and preempt any prior understandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.

Section 6.5           Specific Performance. Each Rollover Shareholder acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement of such Rollover Shareholder in this Agreement is not performed in accordance with its terms, and therefore agrees that, in addition to and without limiting any other remedy or right available to Parent or Holdco and the Company, Parent, Holdco and the Company shall each have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Each Rollover Shareholder agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent and/or Holdco and/or the Company shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Holdco and/or Parent and/or the Company.

Section 6.6           Amendments; Waivers. At any time prior to the Expiration Time, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Rollover Shareholders, Holdco, Parent and the Company (acting only upon the recommendation of the Special Committee), or in the case of a waiver, by the party against whom the waiver is to be effective and the Company (acting only upon the recommendation of the Special Committee). Notwithstanding the foregoing, no failure or delay by a party hereto or the Company in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

Section 6.7           Governing Law; Dispute Resolution; Jurisdiction. This Agreement shall be interpreted, construed, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Subject to the last sentence of this Section 6.7, any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 6.7. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

Section 6.9           No Third Party Beneficiaries. There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, obligations or liabilities, except as specifically set forth in this Agreement; provided, however, that, notwithstanding anything to the contrary contained herein, the Company shall be an express third party beneficiary of this Agreement and shall be entitled to specific performance of the terms hereof, including the rights provided under Section 6.5.

Section 6.10         Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties and the Company (acting only upon the recommendation of the Special Committee), except that Parent may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Amalgamation Agreement by Parent, as applicable. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and, in the case of each Rollover Shareholder, his, her or its estate, heirs, beneficiaries, personal representatives and executors.

Section 6.11         No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

Section 6.12         Counterparts. This Agreement may be executed in two or more consecutive counterparts (including by facsimile or email .pdf format), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered (by telecopy, email .pdf format or otherwise) to the other parties; provided, however, that if any of the Rollover Shareholders fails for any reason to execute, or perform his or its obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

[Signature Pages to follow]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[Signature Page to Support Agreement]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[Signature Page to Support Agreement]

SCHEDULE A

Exhibit 7.05

Execution Version

EQUITY COMMITMENT LETTER

June 26, 2017

Sinovac (Cayman) Limited

Sinovac Holding (Cayman) Limited

c/o No. 39 Shangdi Xi Road

Haidian District, Beijing 100085, China

Ladies and Gentlemen:

This letter agreement sets forth the commitment of C-Bridge Healthcare Fund II, L.P., an exempted limited partnership registered and existing under the Laws of the Cayman Islands (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Sinovac Holding (Cayman) Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Amalgamation Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Amalgamation Agreement”), among Sinovac Biotech Ltd. (the “Company”), Sinovac (Cayman) Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and Sinovac Amalgamation Sub Limited, a direct wholly-owned Subsidiary of Parent (“Amalgamation Sub”), Amalgamation Sub will amalgamate with and into the Company (the “Amalgamation”), with the Company surviving the Amalgamation as a direct wholly-owned Subsidiary of Parent. Concurrently with the delivery of this letter agreement, each of Advantech Capital L.P., Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. (collectively, the “Other Sponsors”) is entering into a letter agreement substantially identical to this letter agreement (collectively, the “Other Sponsor Equity Commitment Letters”) committing to invest in Holdco. Capitalized terms used in this letter agreement and not otherwise defined herein have the meanings ascribed to such terms in the Amalgamation Agreement.

1.            Equity Commitment.

(a)          The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to $116,145,527 (such amount, the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Amalgamation Consideration and such other amounts required to be paid by Parent under the Amalgamation Agreement (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee) with respect to a Parent Termination Fee under the Limited Guarantee) pursuant to and in accordance with the Amalgamation Agreement, together with related fees and expenses; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. Notwithstanding anything to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the aggregate amount of the Equity Commitment less any portion of the Equity Commitment that has been funded in accordance with the terms hereof.

(b)          The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Holdco, Parent, Amalgamation Sub or any other person pursuant to the terms of this letter agreement.

2.            Conditions. The Equity Commitment shall be subject to (a) the satisfaction in full (or waiver, if permissible), at or prior to the Closing of each of the conditions set forth in Section 7.01 and Section 7.02 of the Amalgamation Agreement (other than any conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions), (b) (i) the substantially contemporaneous consummation of the Closing or (ii) the Company obtaining an order in accordance with Section 9.08 of the Amalgamation Agreement requiring Parent to cause the Financing to be funded and to effect the Closing and (c) the substantially contemporaneous closing of the contributions contemplated by the Other Sponsor Equity Commitment Letters, which shall not be modified, amended or altered in any manner adverse to the Sponsor without the Sponsor’s prior written consent; provided that the satisfaction or failure of the condition set forth in clause (c) shall not limit or impair the ability of Holdco, Parent or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter agreement if (i) Holdco, Parent or the Company, as applicable, is also seeking enforcement of any applicable Other Sponsor Equity Commitment Letter or (ii) each Other Sponsor has satisfied or is prepared to satisfy its obligations under its Other Sponsor Equity Commitment Letter.

3.            Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a limited guarantee (the “Limited Guarantee”) guaranteeing the Guaranteed Percentage (as defined in the Limited Guarantee) of the Obligations (as defined in the Limited Guarantee). Other than with respect to the Retained Claims (as defined in the Limited Guarantee) and subject to Section 4, the Company’s remedies against the Sponsor under the Limited Guarantee (as set forth in and in accordance with the terms of the Limited Guarantee) shall be, and are intended to be, the sole and exclusive direct or indirect remedies (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) available to the Company and its Affiliates against the Sponsor and the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of any claims, liabilities or obligations arising out of or relating to this letter agreement, the Amalgamation Agreement and the Transactions, including in the event Parent or Amalgamation Sub breaches its obligations under the Amalgamation Agreement, whether or not Parent’s or Amalgamation Sub’s breach is caused by the Sponsor’s breach of its obligations under this letter agreement.

4.            Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or Parent or (b) by the Company to (i) seek specific performance of (x) Parent’s obligation to enforce the Sponsor’s obligation to fund the Equity Commitment pursuant to Section 6.07 of the Amalgamation Agreement, (y) the Sponsor’s obligation to fund the Equity Commitment or (z) Holdco’s obligation under Section 1(a) of this letter agreement to contribute such funds to Parent (in the case of clauses (x), (y) and (z), only if the conditions set forth in Section 9.08(b) of the Amalgamation Agreement have been satisfied) or (ii) enforce its rights under Sections 4, 5 and 12 of this letter agreement, subject to Sections 6 and 7 hereof, as though the Company were a party hereto. None of Holdco’s, Parent’s, Amalgamation Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Parent, Amalgamation Sub or the Company to enforce this letter agreement against the Sponsor. The Company is an express third-party beneficiary of this letter agreement to the extent, and only to the extent, of the rights of the Company set forth in this Section 4.  Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, Parent, the Sponsor and, to the extent provided in this Section 4, the Company, any rights or remedies under or by reason of this letter agreement; provided that notwithstanding anything to the contrary in this letter agreement, each Non-Recourse Party shall be a third party beneficiary of the provisions of this letter agreement that are expressly for the benefit of such Non-Recourse Party (including such provisions of Sections 3 and 10) and all such provisions shall survive any termination of this letter agreement indefinitely.

5.            No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Holdco, Parent, the Sponsor and, to the extent that such amendment or modification would be materially adverse to the rights of the Company hereunder, the Company (acting only upon the recommendation of the Special Committee). Together with the Amalgamation Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Other Sponsor Equity Commitment Letters, the Limited Guarantee, and the Other Guarantees (as defined in the Limited Guarantee)), this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Holdco, Parent or any of their respective Affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

6.            Governing Law. This letter agreement and all disputes or controversies arising out of or relating to this letter agreement or the transactions contemplated hereby shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof.

7.            Dispute Resolution.

(a)          Subject to the last sentence of this Section 7(a), any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this letter agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 7(a). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b)          Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in this Section 7, any party hereto may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this letter agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 7(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 7(a) in any way.

8.          Counterparts. This letter agreement may be executed in any number of counterparts (including by e-mail of PDF or scanned versions or by facsimile), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

9.           Termination. This letter agreement and the obligation of the Sponsor to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Amalgamation Agreement in accordance with its terms (unless the Company shall have made a claim under Section 4 hereof prior to such termination of the Amalgamation Agreement, in which case this letter agreement shall terminate upon the resolution of such action and satisfaction by the Sponsor of any obligations finally determined or agreed to be owed by the Sponsor pursuant to this letter agreement), (b) the Closing, at which time such obligation will be discharged but subject to the performance of such obligation at or prior to the Closing, and (c) the Company or any of its Affiliates asserting a claim that would make the Limited Guarantee become terminable in accordance with the terms thereof.

10.          No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that the Sponsor may be a partnership or limited liability company, other than with respect to Retained Claims, by its acceptance of the benefits of this letter agreement, each of Parent and Holdco covenants, acknowledges and agrees that no person other than the Sponsor , Parent and Holdco (and their respective successors and permitted assigns under this letter agreement pursuant to the terms hereof) has any obligations hereunder and that no recourse shall be had hereunder, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability hereunder shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, through Holdco, Parent, Amalgamation Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holdco or Parent against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise.

11.          Representations and Warranties.

(a)          The Sponsor hereby represents and warrants to Holdco and Parent that (i) it is a legal entity duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) the Sponsor has all organizational power and authority to execute, deliver and perform this letter agreement, (iii) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary limited partnership or other organizational action by it, and no other proceedings or actions on the part of the Sponsor are necessary therefor, (iv) this letter agreement has been duly and validly executed and delivered by the Sponsor and (assuming due execution and delivery of this letter agreement, the Amalgamation Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable) constitutes a valid and legally binding obligation of the Sponsor, enforceable against it in accordance with the terms of this letter agreement (subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at Law)), (v) the Equity Commitment is less than the maximum amount that the Sponsor is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise, (vi) for so long as this letter agreement shall remain in effect, the Sponsor has uncalled capital commitments or otherwise has available funds in excess of the sum of the Equity Commitment and all of its other unfunded contractually binding equity commitments that are currently outstanding, (vii) no action, consent, permit, authorization by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter agreement by the Sponsor except for compliance with the applicable requirements of the Exchange Act, and the rules and regulations promulgated thereunder (including the joining of the Company in the filing of a Schedule 13E-3 with the Proxy Statement, and the filing or furnishing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, on such documents) and for compliance with the rules and regulations of NASDAQ and (viii) the execution, delivery and performance of this letter agreement by the Sponsor do not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor or (z) conflict with any material agreement binding on the Sponsor.

(b)          Each of Holdco and Parent hereby severally and not jointly represents and warrants to the Sponsor that (i) it is a legal entity duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) it has all organizational power and authority to execute, deliver and perform this letter agreement, (iii) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary corporate action, and no other proceedings or actions on the part of it are necessary therefor, (iv) this letter agreement has been duly and validly executed and delivered by it and (assuming due execution and delivery of this letter agreement, the Amalgamation Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable) constitutes a valid and legally binding obligation of such party, enforceable against it in accordance with the terms of this letter agreement (subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at law)), (v) no action, consent, permit, authorization by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter agreement by it and (vi) the execution, delivery and performance of this letter agreement by it does not (x) violate its organizational documents, (y) violate any applicable Law binding on it or its assets or (z) conflict with any material agreement binding on it.

12.          No Assignment. The Sponsor’s obligation to fund the Equity Commitment may not be assigned or delegated (whether by operation of Law, merger, consolidation or otherwise), except that the Sponsor may assign or delegate all or a portion of its obligations to fund the Equity Commitment to any of the Sponsor’s Affiliates or any other investment fund advised or managed by such Affiliate; provided, that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate or fund. Each of Parent and Holdco may not assign its rights to any of its Affiliates or any other person, without the prior written consent of the Sponsor and the Company (acting only upon the recommendation of the Special Committee) (which shall be given or withheld solely in the discretion of the Sponsor and the Company, respectively). Any purported transfer, assignment or delegation in violation of this Section 12 shall be null and void and of no force and effect.

13.          Interpretation.  Headings are used for reference purposes only and do not affect the meaning or interpretation of this letter agreement. When a reference is made in this letter agreement to a Section, such reference shall be to a Section of this letter agreement unless otherwise indicated.  The word “including” and words of similar import when used in this letter agreement will mean “including, without limitation,” unless otherwise specified.

14.          Severability. Any term or provision hereof that is prohibited or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

15.          Confidentiality. This letter agreement shall be treated as confidential and is being provided to Holdco and Parent solely in connection with the Amalgamation. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Sponsor; provided that the parties hereto may disclose the existence and content of this letter agreement to the Company and its Representatives, to the Other Sponsors and their Representatives, to the extent required by Law, the applicable rules of any national securities exchange, or in connection with any SEC filings relating to the Amalgamation, and in connection with any litigation relating to the Amalgamation, the Amalgamation Agreement or the Transactions as permitted by or provided in the Amalgamation Agreement. Holdco and Parent may disclose this letter agreement to any of their Representatives that need to review it in connection with the Transactions and are subject to the confidentiality obligations set forth herein. The Sponsor may disclose it to any Non-Recourse Party that needs to know of the existence of this letter agreement and is subject to the confidentiality obligations set forth herein.

[Remainder of page intentionally left blank]

Sincerely,

C-Bridge Healthcare Fund II, L.P.

(acting by its general partner, C-Bridge Healthcare Fund GP II, L.P.

acting by its general partner, C-Bridge Capital GP, Ltd.)

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

Agreed to and accepted:

Sinovac (Cayman) Limited

Sinovac Holding (Cayman) Limited

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

Exhibit 7.06

Execution Version

EQUITY COMMITMENT LETTER

June 26, 2017

Sinovac (Cayman) Limited

Sinovac Holding (Cayman) Limited

c/o No. 39 Shangdi Xi Road

Haidian District, Beijing 100085, China

Ladies and Gentlemen:

This letter agreement sets forth the commitment of Advantech Capital L.P., an exempted limited partnership registered and existing under the Laws of the Cayman Islands (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Sinovac Holding (Cayman) Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Amalgamation Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Amalgamation Agreement”), among Sinovac Biotech Ltd. (the “Company”), Sinovac (Cayman) Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and Sinovac Amalgamation Sub Limited, a direct wholly-owned Subsidiary of Parent (“Amalgamation Sub”), Amalgamation Sub will amalgamate with and into the Company (the “Amalgamation”), with the Company surviving the Amalgamation as a direct wholly-owned Subsidiary of Parent. Concurrently with the delivery of this letter agreement, each of C-Bridge Healthcare Fund II, L.P., Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. (collectively, the “Other Sponsors”) is entering into a letter agreement substantially identical to this letter agreement (collectively, the “Other Sponsor Equity Commitment Letters”) committing to invest in Holdco. Capitalized terms used in this letter agreement and not otherwise defined herein have the meanings ascribed to such terms in the Amalgamation Agreement.

1.            Equity Commitment.

(a)          The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to $116,145,527 (such amount, the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Amalgamation Consideration and such other amounts required to be paid by Parent under the Amalgamation Agreement (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee) with respect to a Parent Termination Fee under the Limited Guarantee) pursuant to and in accordance with the Amalgamation Agreement, together with related fees and expenses; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. Notwithstanding anything to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the aggregate amount of the Equity Commitment less any portion of the Equity Commitment that has been funded in accordance with the terms hereof.

(b)          The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Holdco, Parent, Amalgamation Sub or any other person pursuant to the terms of this letter agreement.

2.            Conditions. The Equity Commitment shall be subject to (a) the satisfaction in full (or waiver, if permissible), at or prior to the Closing of each of the conditions set forth in Section 7.01 and Section 7.02 of the Amalgamation Agreement (other than any conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions), (b) (i) the substantially contemporaneous consummation of the Closing or (ii) the Company obtaining an order in accordance with Section 9.08 of the Amalgamation Agreement requiring Parent to cause the Financing to be funded and to effect the Closing and (c) the substantially contemporaneous closing of the contributions contemplated by the Other Sponsor Equity Commitment Letters, which shall not be modified, amended or altered in any manner adverse to the Sponsor without the Sponsor’s prior written consent; provided that the satisfaction or failure of the condition set forth in clause (c) shall not limit or impair the ability of Holdco, Parent or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter agreement if (i) Holdco, Parent or the Company, as applicable, is also seeking enforcement of any applicable Other Sponsor Equity Commitment Letter or (ii) each Other Sponsor has satisfied or is prepared to satisfy its obligations under its Other Sponsor Equity Commitment Letter.

3.            Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a limited guarantee (the “Limited Guarantee”) guaranteeing the Guaranteed Percentage (as defined in the Limited Guarantee) of the Obligations (as defined in the Limited Guarantee). Other than with respect to the Retained Claims (as defined in the Limited Guarantee) and subject to Section 4, the Company’s remedies against the Sponsor under the Limited Guarantee (as set forth in and in accordance with the terms of the Limited Guarantee) shall be, and are intended to be, the sole and exclusive direct or indirect remedies (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) available to the Company and its Affiliates against the Sponsor and the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of any claims, liabilities or obligations arising out of or relating to this letter agreement, the Amalgamation Agreement and the Transactions, including in the event Parent or Amalgamation Sub breaches its obligations under the Amalgamation Agreement, whether or not Parent’s or Amalgamation Sub’s breach is caused by the Sponsor’s breach of its obligations under this letter agreement.

4.            Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or Parent or (b) by the Company to (i) seek specific performance of (x) Parent’s obligation to enforce the Sponsor’s obligation to fund the Equity Commitment pursuant to Section 6.07 of the Amalgamation Agreement, (y) the Sponsor’s obligation to fund the Equity Commitment or (z) Holdco’s obligation under Section 1(a) of this letter agreement to contribute such funds to Parent (in the case of clauses (x), (y) and (z), only if the conditions set forth in Section 9.08(b) of the Amalgamation Agreement have been satisfied) or (ii) enforce its rights under Sections 4, 5 and 12 of this letter agreement, subject to Sections 6 and 7 hereof, as though the Company were a party hereto. None of Holdco’s, Parent’s, Amalgamation Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Parent, Amalgamation Sub or the Company to enforce this letter agreement against the Sponsor. The Company is an express third-party beneficiary of this letter agreement to the extent, and only to the extent, of the rights of the Company set forth in this Section 4.  Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, Parent, the Sponsor and, to the extent provided in this Section 4, the Company, any rights or remedies under or by reason of this letter agreement; provided that notwithstanding anything to the contrary in this letter agreement, each Non-Recourse Party shall be a third party beneficiary of the provisions of this letter agreement that are expressly for the benefit of such Non-Recourse Party (including such provisions of Sections 3 and 10) and all such provisions shall survive any termination of this letter agreement indefinitely.

5.            No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Holdco, Parent, the Sponsor and, to the extent that such amendment or modification would be materially adverse to the rights of the Company hereunder, the Company (acting only upon the recommendation of the Special Committee). Together with the Amalgamation Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Other Sponsor Equity Commitment Letters, the Limited Guarantee, and the Other Guarantees (as defined in the Limited Guarantee)), this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Holdco, Parent or any of their respective Affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

6.            Governing Law. This letter agreement and all disputes or controversies arising out of or relating to this letter agreement or the transactions contemplated hereby shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof.

7.            Dispute Resolution.

(a)          Subject to the last sentence of this Section 7(a), any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this letter agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 7(a). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b)          Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in this Section 7, any party hereto may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this letter agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 7(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 7(a) in any way.

8.            Counterparts. This letter agreement may be executed in any number of counterparts (including by e-mail of PDF or scanned versions or by facsimile), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

9.            Termination. This letter agreement and the obligation of the Sponsor to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Amalgamation Agreement in accordance with its terms (unless the Company shall have made a claim under Section 4 hereof prior to such termination of the Amalgamation Agreement, in which case this letter agreement shall terminate upon the resolution of such action and satisfaction by the Sponsor of any obligations finally determined or agreed to be owed by the Sponsor pursuant to this letter agreement), (b) the Closing, at which time such obligation will be discharged but subject to the performance of such obligation at or prior to the Closing, and (c) the Company or any of its Affiliates asserting a claim that would make the Limited Guarantee become terminable in accordance with the terms thereof.

10.          No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that the Sponsor may be a partnership or limited liability company, other than with respect to Retained Claims, by its acceptance of the benefits of this letter agreement, each of Parent and Holdco covenants, acknowledges and agrees that no person other than the Sponsor , Parent and Holdco (and their respective successors and permitted assigns under this letter agreement pursuant to the terms hereof) has any obligations hereunder and that no recourse shall be had hereunder, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability hereunder shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, through Holdco, Parent, Amalgamation Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holdco or Parent against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise.

11.          Representations and Warranties.

(a)          The Sponsor hereby represents and warrants to Holdco and Parent that (i) it is a legal entity duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) the Sponsor has all organizational power and authority to execute, deliver and perform this letter agreement, (iii) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary limited partnership or other organizational action by it, and no other proceedings or actions on the part of the Sponsor are necessary therefor, (iv) this letter agreement has been duly and validly executed and delivered by the Sponsor and (assuming due execution and delivery of this letter agreement, the Amalgamation Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable) constitutes a valid and legally binding obligation of the Sponsor, enforceable against it in accordance with the terms of this letter agreement (subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at Law)), (v) the Equity Commitment is less than the maximum amount that the Sponsor is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise, (vi) for so long as this letter agreement shall remain in effect, the Sponsor has uncalled capital commitments or otherwise has available funds in excess of the sum of the Equity Commitment and all of its other unfunded contractually binding equity commitments that are currently outstanding, (vii) no action, consent, permit, authorization by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter agreement by the Sponsor except for compliance with the applicable requirements of the Exchange Act, and the rules and regulations promulgated thereunder (including the joining of the Company in the filing of a Schedule 13E-3 with the Proxy Statement, and the filing or furnishing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, on such documents) and for compliance with the rules and regulations of NASDAQ and (viii) the execution, delivery and performance of this letter agreement by the Sponsor do not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor or (z) conflict with any material agreement binding on the Sponsor.

(b)          Each of Holdco and Parent hereby severally and not jointly represents and warrants to the Sponsor that (i) it is a legal entity duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) it has all organizational power and authority to execute, deliver and perform this letter agreement, (iii) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary corporate action, and no other proceedings or actions on the part of it are necessary therefor, (iv) this letter agreement has been duly and validly executed and delivered by it and (assuming due execution and delivery of this letter agreement, the Amalgamation Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable) constitutes a valid and legally binding obligation of such party, enforceable against it in accordance with the terms of this letter agreement (subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at law)), (v) no action, consent, permit, authorization by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter agreement by it and (vi) the execution, delivery and performance of this letter agreement by it does not (x) violate its organizational documents, (y) violate any applicable Law binding on it or its assets or (z) conflict with any material agreement binding on it.

12.          No Assignment. The Sponsor’s obligation to fund the Equity Commitment may not be assigned or delegated (whether by operation of Law, merger, consolidation or otherwise), except that the Sponsor may assign or delegate all or a portion of its obligations to fund the Equity Commitment to any of the Sponsor’s Affiliates or any other investment fund advised or managed by such Affiliate; provided, that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate or fund. Each of Parent and Holdco may not assign its rights to any of its Affiliates or any other person, without the prior written consent of the Sponsor and the Company (acting only upon the recommendation of the Special Committee) (which shall be given or withheld solely in the discretion of the Sponsor and the Company, respectively). Any purported transfer, assignment or delegation in violation of this Section 12 shall be null and void and of no force and effect.

13.          Interpretation.  Headings are used for reference purposes only and do not affect the meaning or interpretation of this letter agreement. When a reference is made in this letter agreement to a Section, such reference shall be to a Section of this letter agreement unless otherwise indicated.  The word “including” and words of similar import when used in this letter agreement will mean “including, without limitation,” unless otherwise specified.

14.          Severability. Any term or provision hereof that is prohibited or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

15.          Confidentiality. This letter agreement shall be treated as confidential and is being provided to Holdco and Parent solely in connection with the Amalgamation. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Sponsor; provided that the parties hereto may disclose the existence and content of this letter agreement to the Company and its Representatives, to the Other Sponsors and their Representatives, to the extent required by Law, the applicable rules of any national securities exchange, or in connection with any SEC filings relating to the Amalgamation, and in connection with any litigation relating to the Amalgamation, the Amalgamation Agreement or the Transactions as permitted by or provided in the Amalgamation Agreement. Holdco and Parent may disclose this letter agreement to any of their Representatives that need to review it in connection with the Transactions and are subject to the confidentiality obligations set forth herein. The Sponsor may disclose it to any Non-Recourse Party that needs to know of the existence of this letter agreement and is subject to the confidentiality obligations set forth herein.

[Remainder of page intentionally left blank]

Sincerely,

ADVANTECH CAPITAL L.P.

By its General Partner, ADVANTECH CAPITAL PARTNERS LTD.

[signature page to equity commitment letter]

Agreed to and accepted:

Sinovac (Cayman) Limited

Sinovac Holding (Cayman) Limited

[signature page to equity commitment letter]  

Exhibit 7.07

Execution Version

EQUITY COMMITMENT LETTER

June 26, 2017

Sinovac (Cayman) Limited

Sinovac Holding (Cayman) Limited

c/o No. 39 Shangdi Xi Road

Haidian District, Beijing 100085, China

Ladies and Gentlemen:

This letter agreement sets forth the commitment of Vivo Capital Fund VIII, L.P., a limited liability partnership organized and existing under the Laws of the State of Delaware (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Sinovac Holding (Cayman) Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Amalgamation Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Amalgamation Agreement”), among Sinovac Biotech Ltd. (the “Company”), Sinovac (Cayman) Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and Sinovac Amalgamation Sub Limited, a direct wholly-owned Subsidiary of Parent (“Amalgamation Sub”), Amalgamation Sub will amalgamate with and into the Company (the “Amalgamation”), with the Company surviving the Amalgamation as a direct wholly-owned Subsidiary of Parent. Concurrently with the delivery of this letter agreement, each of C-Bridge Healthcare Fund II, L.P., Advantech Capital L.P. and Vivo Capital Surplus Fund VIII, L.P. (collectively, the “Other Sponsors”) is entering into a letter agreement substantially identical to this letter agreement (collectively, the “Other Sponsor Equity Commitment Letters”) committing to invest in Holdco. Capitalized terms used in this letter agreement and not otherwise defined herein have the meanings ascribed to such terms in the Amalgamation Agreement.

1.            Equity Commitment.

(a)          The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to $45,412,428 (such amount, the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Amalgamation Consideration and such other amounts required to be paid by Parent under the Amalgamation Agreement (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee) with respect to a Parent Termination Fee under the Limited Guarantee) pursuant to and in accordance with the Amalgamation Agreement, together with related fees and expenses; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. Notwithstanding anything to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the aggregate amount of the Equity Commitment less any portion of the Equity Commitment that has been funded in accordance with the terms hereof.

(b)         The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Holdco, Parent, Amalgamation Sub or any other person pursuant to the terms of this letter agreement.

2.           Conditions. The Equity Commitment shall be subject to (a) the satisfaction in full (or waiver, if permissible), at or prior to the Closing of each of the conditions set forth in Section 7.01 and Section 7.02 of the Amalgamation Agreement (other than any conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions), (b) (i) the substantially contemporaneous consummation of the Closing or (ii) the Company obtaining an order in accordance with Section 9.08 of the Amalgamation Agreement requiring Parent to cause the Financing to be funded and to effect the Closing and (c) the substantially contemporaneous closing of the contributions contemplated by the Other Sponsor Equity Commitment Letters, which shall not be modified, amended or altered in any manner adverse to the Sponsor without the Sponsor’s prior written consent; provided that the satisfaction or failure of the condition set forth in clause (c) shall not limit or impair the ability of Holdco, Parent or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter agreement if (i) Holdco, Parent or the Company, as applicable, is also seeking enforcement of any applicable Other Sponsor Equity Commitment Letter or (ii) each Other Sponsor has satisfied or is prepared to satisfy its obligations under its Other Sponsor Equity Commitment Letter.

3.            Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a limited guarantee (the “Limited Guarantee”) guaranteeing the Guaranteed Percentage (as defined in the Limited Guarantee) of the Obligations (as defined in the Limited Guarantee). Other than with respect to the Retained Claims (as defined in the Limited Guarantee) and subject to Section 4, the Company’s remedies against the Sponsor under the Limited Guarantee (as set forth in and in accordance with the terms of the Limited Guarantee) shall be, and are intended to be, the sole and exclusive direct or indirect remedies (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) available to the Company and its Affiliates against the Sponsor and the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of any claims, liabilities or obligations arising out of or relating to this letter agreement, the Amalgamation Agreement and the Transactions, including in the event Parent or Amalgamation Sub breaches its obligations under the Amalgamation Agreement, whether or not Parent’s or Amalgamation Sub’s breach is caused by the Sponsor’s breach of its obligations under this letter agreement.

4.            Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or Parent or (b) by the Company to (i) seek specific performance of (x) Parent’s obligation to enforce the Sponsor’s obligation to fund the Equity Commitment pursuant to Section 6.07 of the Amalgamation Agreement, (y) the Sponsor’s obligation to fund the Equity Commitment or (z) Holdco’s obligation under Section 1(a) of this letter agreement to contribute such funds to Parent (in the case of clauses (x), (y) and (z), only if the conditions set forth in Section 9.08(b) of the Amalgamation Agreement have been satisfied) or (ii) enforce its rights under Sections 4, 5 and 12 of this letter agreement, subject to Sections 6 and 7 hereof, as though the Company were a party hereto. None of Holdco’s, Parent’s, Amalgamation Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Parent, Amalgamation Sub or the Company to enforce this letter agreement against the Sponsor. The Company is an express third-party beneficiary of this letter agreement to the extent, and only to the extent, of the rights of the Company set forth in this Section 4.  Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, Parent, the Sponsor and, to the extent provided in this Section 4, the Company, any rights or remedies under or by reason of this letter agreement; provided that notwithstanding anything to the contrary in this letter agreement, each Non-Recourse Party shall be a third party beneficiary of the provisions of this letter agreement that are expressly for the benefit of such Non-Recourse Party (including such provisions of Sections 3 and 10) and all such provisions shall survive any termination of this letter agreement indefinitely.

5.            No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Holdco, Parent, the Sponsor and, to the extent that such amendment or modification would be materially adverse to the rights of the Company hereunder, the Company (acting only upon the recommendation of the Special Committee). Together with the Amalgamation Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Other Sponsor Equity Commitment Letters, the Limited Guarantee, and the Other Guarantees (as defined in the Limited Guarantee)), this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Holdco, Parent or any of their respective Affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

6.            Governing Law. This letter agreement and all disputes or controversies arising out of or relating to this letter agreement or the transactions contemplated hereby shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof.

7.            Dispute Resolution.

(a)          Subject to the last sentence of this Section 7(a), any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this letter agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 7(a). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b)          Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in this Section 7, any party hereto may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this letter agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 7(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 7(a) in any way.

8.            Counterparts. This letter agreement may be executed in any number of counterparts (including by e-mail of PDF or scanned versions or by facsimile), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

9.           Termination. This letter agreement and the obligation of the Sponsor to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Amalgamation Agreement in accordance with its terms (unless the Company shall have made a claim under Section 4 hereof prior to such termination of the Amalgamation Agreement, in which case this letter agreement shall terminate upon the resolution of such action and satisfaction by the Sponsor of any obligations finally determined or agreed to be owed by the Sponsor pursuant to this letter agreement), (b) the Closing, at which time such obligation will be discharged but subject to the performance of such obligation at or prior to the Closing, and (c) the Company or any of its Affiliates asserting a claim that would make the Limited Guarantee become terminable in accordance with the terms thereof.

10.          No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that the Sponsor may be a partnership or limited liability company, other than with respect to Retained Claims, by its acceptance of the benefits of this letter agreement, each of Parent and Holdco covenants, acknowledges and agrees that no person other than the Sponsor , Parent and Holdco (and their respective successors and permitted assigns under this letter agreement pursuant to the terms hereof) has any obligations hereunder and that no recourse shall be had hereunder, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability hereunder shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, through Holdco, Parent, Amalgamation Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holdco or Parent against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise.

11.          Representations and Warranties.

(a)          The Sponsor hereby represents and warrants to Holdco and Parent that (i) it is a legal entity duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) the Sponsor has all organizational power and authority to execute, deliver and perform this letter agreement, (iii) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary limited partnership or other organizational action by it, and no other proceedings or actions on the part of the Sponsor are necessary therefor, (iv) this letter agreement has been duly and validly executed and delivered by the Sponsor and (assuming due execution and delivery of this letter agreement, the Amalgamation Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable) constitutes a valid and legally binding obligation of the Sponsor, enforceable against it in accordance with the terms of this letter agreement (subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at Law)), (v) the Equity Commitment is less than the maximum amount that the Sponsor is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise, (vi) for so long as this letter agreement shall remain in effect, the Sponsor has uncalled capital commitments or otherwise has available funds in excess of the sum of the Equity Commitment and all of its other unfunded contractually binding equity commitments that are currently outstanding, (vii) no action, consent, permit, authorization by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter agreement by the Sponsor except for compliance with the applicable requirements of the Exchange Act, and the rules and regulations promulgated thereunder (including the joining of the Company in the filing of a Schedule 13E-3 with the Proxy Statement, and the filing or furnishing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, on such documents) and for compliance with the rules and regulations of NASDAQ and (viii) the execution, delivery and performance of this letter agreement by the Sponsor do not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor or (z) conflict with any material agreement binding on the Sponsor.

(b)          Each of Holdco and Parent hereby severally and not jointly represents and warrants to the Sponsor that (i) it is a legal entity duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) it has all organizational power and authority to execute, deliver and perform this letter agreement, (iii) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary corporate action, and no other proceedings or actions on the part of it are necessary therefor, (iv) this letter agreement has been duly and validly executed and delivered by it and (assuming due execution and delivery of this letter agreement, the Amalgamation Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable) constitutes a valid and legally binding obligation of such party, enforceable against it in accordance with the terms of this letter agreement (subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at law)), (v) no action, consent, permit, authorization by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter agreement by it and (vi) the execution, delivery and performance of this letter agreement by it does not (x) violate its organizational documents, (y) violate any applicable Law binding on it or its assets or (z) conflict with any material agreement binding on it.

12.          No Assignment. The Sponsor’s obligation to fund the Equity Commitment may not be assigned or delegated (whether by operation of Law, merger, consolidation or otherwise), except that the Sponsor may assign or delegate all or a portion of its obligations to fund the Equity Commitment to any of the Sponsor’s Affiliates or any other investment fund advised or managed by such Affiliate; provided, that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate or fund. Each of Parent and Holdco may not assign its rights to any of its Affiliates or any other person, without the prior written consent of the Sponsor and the Company (acting only upon the recommendation of the Special Committee) (which shall be given or withheld solely in the discretion of the Sponsor and the Company, respectively). Any purported transfer, assignment or delegation in violation of this Section 12 shall be null and void and of no force and effect.

13.          Interpretation.  Headings are used for reference purposes only and do not affect the meaning or interpretation of this letter agreement. When a reference is made in this letter agreement to a Section, such reference shall be to a Section of this letter agreement unless otherwise indicated.  The word “including” and words of similar import when used in this letter agreement will mean “including, without limitation,” unless otherwise specified.

14.          Severability. Any term or provision hereof that is prohibited or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

15.          Confidentiality. This letter agreement shall be treated as confidential and is being provided to Holdco and Parent solely in connection with the Amalgamation. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Sponsor; provided that the parties hereto may disclose the existence and content of this letter agreement to the Company and its Representatives, to the Other Sponsors and their Representatives, to the extent required by Law, the applicable rules of any national securities exchange, or in connection with any SEC filings relating to the Amalgamation, and in connection with any litigation relating to the Amalgamation, the Amalgamation Agreement or the Transactions as permitted by or provided in the Amalgamation Agreement. Holdco and Parent may disclose this letter agreement to any of their Representatives that need to review it in connection with the Transactions and are subject to the confidentiality obligations set forth herein. The Sponsor may disclose it to any Non-Recourse Party that needs to know of the existence of this letter agreement and is subject to the confidentiality obligations set forth herein.

[Remainder of page intentionally left blank]

Its: General Partner

[signature page to equity commitment letter]

Agreed to and accepted:

Sinovac (Cayman) Limited

Sinovac Holding (Cayman) Limited

[signature page to equity commitment letter]

Exhibit 7.08

Execution Version

EQUITY COMMITMENT LETTER

June 26, 2017

Sinovac (Cayman) Limited

Sinovac Holding (Cayman) Limited

c/o No. 39 Shangdi Xi Road

Haidian District, Beijing 100085, China

Ladies and Gentlemen:

This letter agreement sets forth the commitment of Vivo Capital Surplus Fund VIII, L.P., a limited liability partnership organized and existing under the Laws of the State of Delaware (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Sinovac Holding (Cayman) Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Amalgamation Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Amalgamation Agreement”), among Sinovac Biotech Ltd. (the “Company”), Sinovac (Cayman) Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and Sinovac Amalgamation Sub Limited, a direct wholly-owned Subsidiary of Parent (“Amalgamation Sub”), Amalgamation Sub will amalgamate with and into the Company (the “Amalgamation”), with the Company surviving the Amalgamation as a direct wholly-owned Subsidiary of Parent. Concurrently with the delivery of this letter agreement, each of C-Bridge Healthcare Fund II, L.P., Advantech Capital L.P. and Vivo Capital Fund VIII, L.P. (collectively, the “Other Sponsors”) is entering into a letter agreement substantially identical to this letter agreement (collectively, the “Other Sponsor Equity Commitment Letters”) committing to invest in Holdco. Capitalized terms used in this letter agreement and not otherwise defined herein have the meanings ascribed to such terms in the Amalgamation Agreement.

1.            Equity Commitment.

(a)          The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to $6,270,912 (such amount, the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Amalgamation Consideration and such other amounts required to be paid by Parent under the Amalgamation Agreement (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee) with respect to a Parent Termination Fee under the Limited Guarantee) pursuant to and in accordance with the Amalgamation Agreement, together with related fees and expenses; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. Notwithstanding anything to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the aggregate amount of the Equity Commitment less any portion of the Equity Commitment that has been funded in accordance with the terms hereof.

(b)          The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Holdco, Parent, Amalgamation Sub or any other person pursuant to the terms of this letter agreement.

2.           Conditions. The Equity Commitment shall be subject to (a) the satisfaction in full (or waiver, if permissible), at or prior to the Closing of each of the conditions set forth in Section 7.01 and Section 7.02 of the Amalgamation Agreement (other than any conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions), (b) (i) the substantially contemporaneous consummation of the Closing or (ii) the Company obtaining an order in accordance with Section 9.08 of the Amalgamation Agreement requiring Parent to cause the Financing to be funded and to effect the Closing and (c) the substantially contemporaneous closing of the contributions contemplated by the Other Sponsor Equity Commitment Letters, which shall not be modified, amended or altered in any manner adverse to the Sponsor without the Sponsor’s prior written consent; provided that the satisfaction or failure of the condition set forth in clause (c) shall not limit or impair the ability of Holdco, Parent or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter agreement if (i) Holdco, Parent or the Company, as applicable, is also seeking enforcement of any applicable Other Sponsor Equity Commitment Letter or (ii) each Other Sponsor has satisfied or is prepared to satisfy its obligations under its Other Sponsor Equity Commitment Letter.

3.            Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a limited guarantee (the “Limited Guarantee”) guaranteeing the Guaranteed Percentage (as defined in the Limited Guarantee) of the Obligations (as defined in the Limited Guarantee). Other than with respect to the Retained Claims (as defined in the Limited Guarantee) and subject to Section 4, the Company’s remedies against the Sponsor under the Limited Guarantee (as set forth in and in accordance with the terms of the Limited Guarantee) shall be, and are intended to be, the sole and exclusive direct or indirect remedies (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) available to the Company and its Affiliates against the Sponsor and the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of any claims, liabilities or obligations arising out of or relating to this letter agreement, the Amalgamation Agreement and the Transactions, including in the event Parent or Amalgamation Sub breaches its obligations under the Amalgamation Agreement, whether or not Parent’s or Amalgamation Sub’s breach is caused by the Sponsor’s breach of its obligations under this letter agreement.

4.            Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or Parent or (b) by the Company to (i) seek specific performance of (x) Parent’s obligation to enforce the Sponsor’s obligation to fund the Equity Commitment pursuant to Section 6.07 of the Amalgamation Agreement, (y) the Sponsor’s obligation to fund the Equity Commitment or (z) Holdco’s obligation under Section 1(a) of this letter agreement to contribute such funds to Parent (in the case of clauses (x), (y) and (z), only if the conditions set forth in Section 9.08(b) of the Amalgamation Agreement have been satisfied) or (ii) enforce its rights under Sections 4, 5 and 12 of this letter agreement, subject to Sections 6 and 7 hereof, as though the Company were a party hereto. None of Holdco’s, Parent’s, Amalgamation Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Parent, Amalgamation Sub or the Company to enforce this letter agreement against the Sponsor. The Company is an express third-party beneficiary of this letter agreement to the extent, and only to the extent, of the rights of the Company set forth in this Section 4.  Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, Parent, the Sponsor and, to the extent provided in this Section 4, the Company, any rights or remedies under or by reason of this letter agreement; provided that notwithstanding anything to the contrary in this letter agreement, each Non-Recourse Party shall be a third party beneficiary of the provisions of this letter agreement that are expressly for the benefit of such Non-Recourse Party (including such provisions of Sections 3 and 10) and all such provisions shall survive any termination of this letter agreement indefinitely.

5.            No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Holdco, Parent, the Sponsor and, to the extent that such amendment or modification would be materially adverse to the rights of the Company hereunder, the Company (acting only upon the recommendation of the Special Committee). Together with the Amalgamation Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Other Sponsor Equity Commitment Letters, the Limited Guarantee, and the Other Guarantees (as defined in the Limited Guarantee)), this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Holdco, Parent or any of their respective Affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this letter agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter agreement.

6.            Governing Law. This letter agreement and all disputes or controversies arising out of or relating to this letter agreement or the transactions contemplated hereby shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof.

7.           Dispute Resolution.

(a)          Subject to the last sentence of this Section 7(a), any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this letter agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 7(a). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b)         Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in this Section 7, any party hereto may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this letter agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 7(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 7(a) in any way.

8.           Counterparts. This letter agreement may be executed in any number of counterparts (including by e-mail of PDF or scanned versions or by facsimile), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

9.           Termination. This letter agreement and the obligation of the Sponsor to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Amalgamation Agreement in accordance with its terms (unless the Company shall have made a claim under Section 4 hereof prior to such termination of the Amalgamation Agreement, in which case this letter agreement shall terminate upon the resolution of such action and satisfaction by the Sponsor of any obligations finally determined or agreed to be owed by the Sponsor pursuant to this letter agreement), (b) the Closing, at which time such obligation will be discharged but subject to the performance of such obligation at or prior to the Closing, and (c) the Company or any of its Affiliates asserting a claim that would make the Limited Guarantee become terminable in accordance with the terms thereof.

10.          No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that the Sponsor may be a partnership or limited liability company, other than with respect to Retained Claims, by its acceptance of the benefits of this letter agreement, each of Parent and Holdco covenants, acknowledges and agrees that no person other than the Sponsor , Parent and Holdco (and their respective successors and permitted assigns under this letter agreement pursuant to the terms hereof) has any obligations hereunder and that no recourse shall be had hereunder, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability hereunder shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, through Holdco, Parent, Amalgamation Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holdco or Parent against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise.

11.          Representations and Warranties.

(a)          The Sponsor hereby represents and warrants to Holdco and Parent that (i) it is a legal entity duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) the Sponsor has all organizational power and authority to execute, deliver and perform this letter agreement, (iii) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary limited partnership or other organizational action by it, and no other proceedings or actions on the part of the Sponsor are necessary therefor, (iv) this letter agreement has been duly and validly executed and delivered by the Sponsor and (assuming due execution and delivery of this letter agreement, the Amalgamation Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable) constitutes a valid and legally binding obligation of the Sponsor, enforceable against it in accordance with the terms of this letter agreement (subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at Law)), (v) the Equity Commitment is less than the maximum amount that the Sponsor is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise, (vi) for so long as this letter agreement shall remain in effect, the Sponsor has uncalled capital commitments or otherwise has available funds in excess of the sum of the Equity Commitment and all of its other unfunded contractually binding equity commitments that are currently outstanding, (vii) no action, consent, permit, authorization by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter agreement by the Sponsor except for compliance with the applicable requirements of the Exchange Act, and the rules and regulations promulgated thereunder (including the joining of the Company in the filing of a Schedule 13E-3 with the Proxy Statement, and the filing or furnishing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, on such documents) and for compliance with the rules and regulations of NASDAQ and (viii) the execution, delivery and performance of this letter agreement by the Sponsor do not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor or (z) conflict with any material agreement binding on the Sponsor.

(b)          Each of Holdco and Parent hereby severally and not jointly represents and warrants to the Sponsor that (i) it is a legal entity duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) it has all organizational power and authority to execute, deliver and perform this letter agreement, (iii) the execution, delivery and performance of this letter agreement by it has been duly and validly authorized and approved by all necessary corporate action, and no other proceedings or actions on the part of it are necessary therefor, (iv) this letter agreement has been duly and validly executed and delivered by it and (assuming due execution and delivery of this letter agreement, the Amalgamation Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable) constitutes a valid and legally binding obligation of such party, enforceable against it in accordance with the terms of this letter agreement (subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at law)), (v) no action, consent, permit, authorization by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter agreement by it and (vi) the execution, delivery and performance of this letter agreement by it does not (x) violate its organizational documents, (y) violate any applicable Law binding on it or its assets or (z) conflict with any material agreement binding on it.

12.          No Assignment. The Sponsor’s obligation to fund the Equity Commitment may not be assigned or delegated (whether by operation of Law, merger, consolidation or otherwise), except that the Sponsor may assign or delegate all or a portion of its obligations to fund the Equity Commitment to any of the Sponsor’s Affiliates or any other investment fund advised or managed by such Affiliate; provided, that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate or fund. Each of Parent and Holdco may not assign its rights to any of its Affiliates or any other person, without the prior written consent of the Sponsor and the Company (acting only upon the recommendation of the Special Committee) (which shall be given or withheld solely in the discretion of the Sponsor and the Company, respectively). Any purported transfer, assignment or delegation in violation of this Section 12 shall be null and void and of no force and effect.

13.          Interpretation.  Headings are used for reference purposes only and do not affect the meaning or interpretation of this letter agreement. When a reference is made in this letter agreement to a Section, such reference shall be to a Section of this letter agreement unless otherwise indicated.  The word “including” and words of similar import when used in this letter agreement will mean “including, without limitation,” unless otherwise specified.

14.          Severability. Any term or provision hereof that is prohibited or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

15.         Confidentiality. This letter agreement shall be treated as confidential and is being provided to Holdco and Parent solely in connection with the Amalgamation. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Sponsor; provided that the parties hereto may disclose the existence and content of this letter agreement to the Company and its Representatives, to the Other Sponsors and their Representatives, to the extent required by Law, the applicable rules of any national securities exchange, or in connection with any SEC filings relating to the Amalgamation, and in connection with any litigation relating to the Amalgamation, the Amalgamation Agreement or the Transactions as permitted by or provided in the Amalgamation Agreement. Holdco and Parent may disclose this letter agreement to any of their Representatives that need to review it in connection with the Transactions and are subject to the confidentiality obligations set forth herein. The Sponsor may disclose it to any Non-Recourse Party that needs to know of the existence of this letter agreement and is subject to the confidentiality obligations set forth herein.

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Sincerely,

Vivo Capital Surplus Fund VIII, L.P.

By: Vivo Capital VIII, LLC

Its: General Partner

[signature page to equity commitment letter]

Agreed to and accepted:

Sinovac (Cayman) Limited

Sinovac Holding (Cayman) Limited

[signature page to equity commitment letter]

Exhibit 7.09

Execution Version

LIMITED GUARANTEE

LIMITED GUARANTEE, dated as of June 26, 2017 (this “Limited Guarantee”) by C-Bridge Healthcare Fund II, L.P., an exempted limited partnership registered and existing under the Laws of the Cayman Islands (the “Guarantor”), in favor of Sinovac Biotech Ltd., a company limited by shares incorporated under the Laws of Antigua and Barbuda (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Amalgamation Agreement (as defined below), except as otherwise provided herein.

1.          GUARANTEE.

(a)         To induce the Guaranteed Party to enter into that certain Amalgamation Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Amalgamation Agreement”), among the Guaranteed Party, Sinovac (Cayman) Limited (“Parent”) and Sinovac Amalgamation Sub Limited (“Amalgamation Sub”), pursuant to which Amalgamation Sub will amalgamate with and into the Guaranteed Party (the “Amalgamation”), with the Guaranteed Party surviving the Amalgamation and becoming a wholly-owned Subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, on the terms and conditions set forth herein, the due and punctual discharge and performance when due of 32.3129% (the “Guaranteed Percentage”) of the payment obligations of Parent with respect to (i) the Parent Termination Fee pursuant to Section 8.06(b) of the Amalgamation Agreement and (ii) certain costs and expenses in connection with collection of the Parent Termination Fee pursuant to Section 8.06(d) of the Amalgamation Agreement, in the cases of clauses (i) and (ii), subject to the terms and limitations of Section 8.06(f) of the Amalgamation Agreement (the aggregate obligations of Parent described in clauses (i) and (ii), for the avoidance of doubt, without regard to the Guaranteed Percentage thereof, the “Obligations”); provided that in no event shall the Guarantor’s aggregate liability under this Limited Guarantee (exclusive of the payment obligations of Parent with respect to costs and expenses described in clause (ii) of this sentence and the Guarantor’s payment obligations pursuant to Section 1(c)) exceed US$4,846,935 (the “Cap”); it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Cap to the extent applicable. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay to any person under, in respect of, or in connection with this Limited Guarantee, an amount in excess of the Cap (exclusive of the payment obligations of Parent with respect to costs and expenses described in clause (ii) of the immediately preceding sentence and the Guarantor’s payment obligations pursuant to Section 1(c)) or the Guaranteed Percentage of the Obligations, and that the Guarantor shall not have any obligation or liability to the Guaranteed Party relating to, arising out of or in connection with this Limited Guarantee or the Amalgamation Agreement other than as expressly set forth herein. The Guaranteed Party further acknowledges that in the event that Parent has satisfied a portion but not all of the Obligations, payment of the Guaranteed Percentage of the unsatisfied Obligations by the Guarantor (or by any other person, including Parent or Amalgamation Sub, on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligation to the Guaranteed Party with respect thereto. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States or other currencies as otherwise agreed by the parties hereto, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering into limited guarantees substantially identical to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. The Guaranteed Party represents to the Guarantor that, other than this Limited Guarantee, the Other Guarantees and the Equity Commitment Letters and except as has been furnished to the Guarantor prior to the date of this Limited Guarantee, there is no agreement, understanding or other arrangement (whether written or oral) being entered into or to be entered into by the Guaranteed Party with any Other Guarantor in respect of the subject matters of this Limited Guarantee or the Other Guarantees.

(b)        All payments made by the Guarantor pursuant to this Limited Guarantee shall be free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay or cause to be paid the Obligations as and when due pursuant to Section 8.06(b) and Section 8.06(d) of the Amalgamation Agreement, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of the Obligations shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of the Obligations, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Percentage of the unsatisfied Obligations from the Guarantor, subject to the Cap to the extent applicable. The Guarantor acknowledges that the Guaranteed Party entered into the Amalgamation Agreement in reliance on this Limited Guarantee.

(c)         The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Obligations and not subject to the Cap, if (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(d)         In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable), regardless of whether an action is brought against Parent, Amalgamation Sub, any Other Guarantor or any other person or whether Parent, Amalgamation Sub, any Other Guarantor or any other person is joined in any such action or actions.

2.           NATURE OF GUARANTEE.

(a)         The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Amalgamation Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Amalgamation Agreement that may be agreed to by Parent or Amalgamation Sub. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent, Amalgamation Sub or any other person first before proceeding against the Guarantor hereunder.

(b)         Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Guarantees dated as of the date hereof shall be several and not joint.

3.          CHANGES IN OBLIGATIONS; CERTAIN WAIVERS.

(a)         The Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any portion of the Obligations, and may also make any agreement with Parent, Amalgamation Sub or any Other Guarantor or any other person interested in the Transactions for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent, Amalgamation Sub, any Other Guarantor or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Amalgamation Sub, any Other Guarantor, or any other person interested in the Transactions, (ii) any change in the time, place or manner of payment of any portion of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Amalgamation Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any portion of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable, in which case, the obligations of the Guarantor hereunder shall be affected only to the extent of such amendment to such circumstances), (iii) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms or a discharge or release of Parent with respect to the Obligations under the Amalgamation Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Amalgamation Agreement) of any person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (iv) any change in the corporate existence, structure or ownership of Parent, Amalgamation Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Amalgamation Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (vi) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or Amalgamation Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms or a discharge of Parent with respect to the Obligations under the Amalgamation Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Amalgamation Agreement) or (viii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations.

(b)         To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any portion of the Obligations incurred and all other notices of any kind (other than notices required to be provided to Parent or Amalgamation Sub pursuant to the Amalgamation Agreement or this Limited Guarantee), all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Amalgamation Sub or any other person interested in the Transactions (including any Other Guarantor), and all suretyship defenses generally (other than defenses to the payment of the Obligations that are available to Parent or Amalgamation Sub under the Amalgamation Agreement or a breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

(c)         The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and its Affiliates (which, for the avoidance of doubt, does not include Sinobioway Bio-medicine Co., Ltd. and its Affiliates Controlling Sinobioway Bio-medicine Co., Ltd.) not to institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with, the Amalgamation Agreement, the Transactions or the Equity Commitment Letter among the Guarantor, Holdco and Parent (the “Equity Commitment Letter” and together with the other equity commitment letters among each Other Guarantor, Holdco and Parent, collectively, the “Equity Commitment Letters”), against the Guarantor or any Non-Recourse Party (as defined in Section 9), except for (i) claims against the Guarantor under this Limited Guarantee (subject to the limitations described herein) and against the Other Guarantors under the Other Guarantees (subject to the limitations described therein) and (ii) any other Retained Claims (as defined in Section 9).

(d)         The Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and its Affiliates not to institute, directly or indirectly, any proceeding asserting or assert as a defense in any proceeding, subject to clause (ii) of the last sentence of clause (e) hereof, that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms.

(e)         The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against Parent, Amalgamation Sub or any other Guarantor that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Amalgamation Sub or any Other Guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including the right to take or receive from Parent, Amalgamation Sub or any Other Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, whether matured or unmatured, or to be held as collateral for the Obligations or other amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee but subject to Section 3(a), the Guaranteed Party hereby agrees that: (i) to the extent Parent and Amalgamation Sub are relieved of any of their obligations with respect to the Parent Termination Fee, the Guarantor shall be similarly relieved of its Guaranteed Percentage of such obligations under this Limited Guarantee and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee (which in any event shall be subject to the Cap to the extent applicable) that would be available to Parent and/or Amalgamation Sub under the Amalgamation Agreement with respect to the Obligations as well as any defenses in respect of fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any term hereof.

4.          NO WAIVER; CUMULATIVE RIGHTS.

No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder or under the Amalgamation Agreement, the Other Guarantees or the Equity Commitment Letters shall operate as a waiver of any right, remedy or power hereunder; nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder or under the Amalgamation Agreement, the Equity Commitment Letters or the Other Guarantees preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent, Amalgamation Sub or any other person (including any Other Guarantor) liable for any portion of the Obligations prior to proceeding against the Guarantor hereunder, and the failure by the Guaranteed Party to pursue rights or remedies against Parent or Amalgamation Sub or any such other person (including any Other Guarantor) shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party.

5.          REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants that:

(a)         it is a legal entity duly organized and validly existing under the Laws of its jurisdiction of organization;

(b)         the Guarantor has all limited partnership power and authority to execute, deliver and perform this Limited Guarantee;

(c)         the execution, delivery and performance of this Limited Guarantee have been duly authorized by all necessary action on the Guarantor’s part and do not contravene any provision of its organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor or its assets or properties;

(d)        except as is not, individually or in the aggregate, reasonably likely to impair or delay the Guarantor’s performance of its obligations hereunder in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with;

(e)         assuming due execution and delivery of this Limited Guarantee and the Amalgamation Agreement by the Guaranteed Party, this Limited Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law); and

(f)          (i) the Guarantor is solvent and shall not be rendered insolvent as a result of its execution and delivery of this Limited Guarantee or the performance of its obligations hereunder, and (ii) the Guarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee, and all funds necessary for the Guarantor to fulfill its obligations under this Limited Guarantee shall be available to the Guarantor (or its assignee pursuant to Section 6) for so long as this Limited Guarantee shall remain in effect in accordance with Section 8.

6.          NO ASSIGNMENT.

Neither the Guarantor nor the Guaranteed Party may assign or delegate its rights, interests or obligations hereunder to any other person (except by operation of Law), in whole or in part, without the prior written consent of the other party hereto (which such consent, in the case of the Guaranteed Party, shall only be given upon the recommendation of the Special Committee), except that the Guarantor may assign or delegate all or part of its rights, interests and obligations hereunder, without the prior written consent of the Guaranteed Party, to (a) any Other Guarantor, any of the Guarantor’s Affiliates or any other investment fund advised or managed by such Affiliate, or (b) any other transferee (including any investment fund that is a limited partner of the Guarantor or its Affiliates) with respect to whom the Guarantor has furnished information to the Guaranteed Party verifying, to the reasonable satisfaction of the Guaranteed Party, the identity, good standing and creditworthiness of such transferee, in each case of (a) and (b) to the extent that (i) such transferee has been allocated, in accordance with the Equity Commitment Letter, all or a portion of the Guarantor’s investment commitment to Holdco and (ii) such transferee has certified in writing to the Guaranteed Party prior to such assignment or delegation that it is capable of (x) making the representations and warranties set forth in Section 5 and (y) performing all of its obligations hereunder; provided that in the case of either (a) or (b), no such assignment or delegation shall relieve the Guarantor of any of its obligations or liabilities hereunder except to the extent actually performed or satisfied by the transferee. Any assignment or delegation in violation of this Section 6 shall be null and void and of no force and effect.

7.          NOTICES.

All notices, requests, claims, demands and other communications hereunder shall be given by the means specified in the Amalgamation Agreement (and shall be deemed given as specified therein), as follows:

if to the Guarantor:

C-Bridge Healthcare Fund II, L.P.

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

with a copy to each of (which alone shall not constitute notice):

C-Bridge Healthcare Fund II, L.P.

c/o Suite 4508, Tower 2, Plaza 66, 1366 Nanjing West Road

Shanghai 200040, China

Attention: Wei Fu

Copy to: Neo Zhang / Oak Ma

Facsimile No.: +86 21 8012 3394

Email: wei.fu@cbridgecap.com

neo.zhang@cbridgecap.com

oak.ma@cbridgecap.com

psagecbc@cbridgecap.com

Skadden, Arps, Slate, Meagher & Flom

42/F, Edinburgh Tower, The Landmark

15 Queen's Road Central

Hong Kong
Attention: Z. Julie Gao, Esq.
Facsimile No.: +852 3910 4863

Email: julie.gao@skadden.com

Skadden, Arps, Slate, Meagher & Flom LLP

c/o Jing An Kerry Centre

Tower II, 46th Floor

1539 Nanjing West Road

Shanghai 200040, China
Attention: Haiping Li, Esq.
Facsimile No.: +86 21 6193 8310

Email: haiping.li@skadden.com

If to the Guaranteed Party, as provided in the Amalgamation Agreement.

8.          TERMINATION; CONTINUING GUARANTEE.

(a)         Subject to the last sentence of Section 3(e), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable) payable under this Limited Guarantee having been paid in full by the Guarantor or its successors or permitted assigns, (ii) the Effective Time, (iii) the termination of the Amalgamation Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Amalgamation Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Amalgamation Agreement and (iv) ninety (90) days after any termination of the Amalgamation Agreement in accordance with its terms under circumstances in which Parent and Amalgamation Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Amalgamation Agreement if the Guaranteed Party has not initiated a claim or proceeding in accordance with the terms of the Amalgamation Agreement for payment of any Obligation to the Guarantor by such ninetieth (90th) day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such ninetieth (90th) day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

(b)         Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Amalgamation Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its equity holders, Affiliates or Subsidiaries with respect to the Amalgamation Agreement, the Equity Commitment Letter, the Transactions, this Limited Guarantee, or any other agreement or instrument delivered in connection with any of the foregoing.

9.           NO RECOURSE.

Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor (or its successors and assigns of its obligations hereunder) has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) other than with respect to any Retained Claim, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability hereunder shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Amalgamation Sub or any Other Guarantor (other than as an assignee under Section 6), or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Amalgamation Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Amalgamation Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Amalgamation Agreement or the Transactions are its rights to recover from, and assert claims against, (i) Parent and Amalgamation Sub under and to the extent expressly provided in the Amalgamation Agreement, (ii) the Guarantor and its successors and assigns of its obligations hereunder (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors and their respective successors and assigns pursuant to and subject to the limitations set forth in the Other Guarantees, (iv) the Guarantor, Holdco, Parent and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof, (v) Mr. Weidong Yin and SAIF Partners IV L.P. and their respective successors and assigns under and to the extent provided in the Confidentiality Agreements, and (vi) Parent, Holdco, Mr. Weidong Yin and SAIF Partners IV L.P. and their respective successors and assigns under and to the extent provided in the Support Agreement (claims under (i), (ii), (iii), (iv), (v) and (vi), collectively, the “Retained Claims”); provided that in the event the Guarantor (or its successor or assign of its obligations hereunder) (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s (or its successor’s or assign’s) remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs and expenses described in clause (ii) of the first sentence of Section 1(a) and in Section 1(c) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Amalgamation Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Amalgamation Sub unless and until the Closing occurs. The Retained Claims shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Amalgamation Agreement, the Support Agreement, the Equity Commitment Letters or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Amalgamation Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Holdco, Amalgamation Sub or the Other Guarantors or their respective successors and assigns under the Amalgamation Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

10.        GOVERNING LAW; DISPUTE RESOLUTION.

(a)         This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York.

(b)         Subject to the last sentence of this Section 10(b), any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree to the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(c)         Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party hereto may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

11.        COUNTERPARTS.

This Limited Guarantee may be executed in any number of counterparts (including by e-mail of PDF or scanned versions or facsimile), each such counterpart when executed being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

12.        NO THIRD-PARTY BENEFICIARIES.

Except as provided in Section 9, the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this Limited Guarantee, and this Limited Guarantee is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

13.        CONFIDENTIALITY.

This Limited Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the Amalgamation. This Limited Guarantee may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Guarantor and the Guaranteed Party; provided that the parties hereto may disclose the existence and content of this Limited Guarantee to the extent required by Law, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the Amalgamation and in connection with any litigation relating to the Amalgamation, the Amalgamation Agreement or the Transactions as permitted by or provided in the Amalgamation Agreement. The Guaranteed Party may disclose this Limited Guarantee to any of its Representatives that need to review it in connection with the Transactions and are subject to the confidentiality obligations set forth herein. The Guarantor may disclose it to any Non-Recourse Party that needs to know of the existence of this Limited Guarantee and is subject to the confidentiality obligations set forth herein.

14.        MISCELLANEOUS.

(a)         This Limited Guarantee, together with the Amalgamation Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Equity Commitment Letters and the Other Guarantees), contains the entire agreement between the parties hereto relative to the subject matter hereof and supersedes all prior agreements and undertakings between the parties hereto with respect to the subject matter hereof.

(b)         Any term or provision hereof that is prohibited or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Cap to the extent applicable and the provisions of Sections 8 and 9 and this Section 14(b).

(c)         The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee. When a reference is made in this Limited Guarantee to a Section, such reference shall be to a Section of this Limited Guarantee unless otherwise indicated.  The word “including” and words of similar import when used in this Limited Guarantee will mean “including, without limitation,” unless otherwise specified.

(d)         Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this Limited Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guarantee.

(e)        No amendment or waiver of any provision of this Limited Guarantee will be valid and binding unless it is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party, or in the case of waiver, by the party against whom the waiver is to be effective. No waiver by any party hereto of any breach or violation of, or default under, this Limited Guarantee, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

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IN WITNESS WHEREOF, the Guarantor has executed and delivered this Limited Guarantee as of the date first written above by its director or officer thereunto duly authorized.

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guaranteed Party has executed and delivered this Limited Guarantee as of the date first written above by its director or officer thereunto duly authorized.

[Signature Page to Limited Guarantee]

SCHEDULE A

Other Guarantors

Advantech Capital L.P.

Vivo Capital Fund VIII, L.P.

Vivo Capital Surplus Fund VIII, L.P.

SAIF Partners IV L.P.

Exhibit 7.10

Execution Version

LIMITED GUARANTEE

LIMITED GUARANTEE, dated as of June 26, 2017 (this “Limited Guarantee”) by Advantech Capital L.P., an exempted limited partnership registered and existing under the Laws of the Cayman Islands (the “Guarantor”), in favor of Sinovac Biotech Ltd., a company limited by shares incorporated under the Laws of Antigua and Barbuda (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Amalgamation Agreement (as defined below), except as otherwise provided herein.

1.          GUARANTEE.

(a)         To induce the Guaranteed Party to enter into that certain Amalgamation Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Amalgamation Agreement”), among the Guaranteed Party, Sinovac (Cayman) Limited (“Parent”) and Sinovac Amalgamation Sub Limited (“Amalgamation Sub”), pursuant to which Amalgamation Sub will amalgamate with and into the Guaranteed Party (the “Amalgamation”), with the Guaranteed Party surviving the Amalgamation and becoming a wholly-owned Subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, on the terms and conditions set forth herein, the due and punctual discharge and performance when due of 32.3129% (the “Guaranteed Percentage”) of the payment obligations of Parent with respect to (i) the Parent Termination Fee pursuant to Section 8.06(b) of the Amalgamation Agreement and (ii) certain costs and expenses in connection with collection of the Parent Termination Fee pursuant to Section 8.06(d) of the Amalgamation Agreement, in the cases of clauses (i) and (ii), subject to the terms and limitations of Section 8.06(f) of the Amalgamation Agreement (the aggregate obligations of Parent described in clauses (i) and (ii), for the avoidance of doubt, without regard to the Guaranteed Percentage thereof, the “Obligations”); provided that in no event shall the Guarantor’s aggregate liability under this Limited Guarantee (exclusive of the payment obligations of Parent with respect to costs and expenses described in clause (ii) of this sentence and the Guarantor’s payment obligations pursuant to Section 1(c)) exceed US$4,846,935 (the “Cap”); it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Cap to the extent applicable. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay to any person under, in respect of, or in connection with this Limited Guarantee, an amount in excess of the Cap (exclusive of the payment obligations of Parent with respect to costs and expenses described in clause (ii) of the immediately preceding sentence and the Guarantor’s payment obligations pursuant to Section 1(c)) or the Guaranteed Percentage of the Obligations, and that the Guarantor shall not have any obligation or liability to the Guaranteed Party relating to, arising out of or in connection with this Limited Guarantee or the Amalgamation Agreement other than as expressly set forth herein. The Guaranteed Party further acknowledges that in the event that Parent has satisfied a portion but not all of the Obligations, payment of the Guaranteed Percentage of the unsatisfied Obligations by the Guarantor (or by any other person, including Parent or Amalgamation Sub, on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligation to the Guaranteed Party with respect thereto. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States or other currencies as otherwise agreed by the parties hereto, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering into limited guarantees substantially identical to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. The Guaranteed Party represents to the Guarantor that, other than this Limited Guarantee, the Other Guarantees and the Equity Commitment Letters and except as has been furnished to the Guarantor prior to the date of this Limited Guarantee, there is no agreement, understanding or other arrangement (whether written or oral) being entered into or to be entered into by the Guaranteed Party with any Other Guarantor in respect of the subject matters of this Limited Guarantee or the Other Guarantees.

(b)        All payments made by the Guarantor pursuant to this Limited Guarantee shall be free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay or cause to be paid the Obligations as and when due pursuant to Section 8.06(b) and Section 8.06(d) of the Amalgamation Agreement, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of the Obligations shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of the Obligations, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Percentage of the unsatisfied Obligations from the Guarantor, subject to the Cap to the extent applicable. The Guarantor acknowledges that the Guaranteed Party entered into the Amalgamation Agreement in reliance on this Limited Guarantee.

(c)         The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Obligations and not subject to the Cap, if (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(d)         In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable), regardless of whether an action is brought against Parent, Amalgamation Sub, any Other Guarantor or any other person or whether Parent, Amalgamation Sub, any Other Guarantor or any other person is joined in any such action or actions.

2.           NATURE OF GUARANTEE.

(a)         The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Amalgamation Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Amalgamation Agreement that may be agreed to by Parent or Amalgamation Sub. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent, Amalgamation Sub or any other person first before proceeding against the Guarantor hereunder.

(b)         Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Guarantees dated as of the date hereof shall be several and not joint.

3.          CHANGES IN OBLIGATIONS; CERTAIN WAIVERS.

(a)         The Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any portion of the Obligations, and may also make any agreement with Parent, Amalgamation Sub or any Other Guarantor or any other person interested in the Transactions for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent, Amalgamation Sub, any Other Guarantor or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Amalgamation Sub, any Other Guarantor, or any other person interested in the Transactions, (ii) any change in the time, place or manner of payment of any portion of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Amalgamation Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any portion of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable, in which case, the obligations of the Guarantor hereunder shall be affected only to the extent of such amendment to such circumstances), (iii) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms or a discharge or release of Parent with respect to the Obligations under the Amalgamation Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Amalgamation Agreement) of any person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (iv) any change in the corporate existence, structure or ownership of Parent, Amalgamation Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Amalgamation Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (vi) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or Amalgamation Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms or a discharge of Parent with respect to the Obligations under the Amalgamation Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Amalgamation Agreement) or (viii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations.

(b)         To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any portion of the Obligations incurred and all other notices of any kind (other than notices required to be provided to Parent or Amalgamation Sub pursuant to the Amalgamation Agreement or this Limited Guarantee), all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Amalgamation Sub or any other person interested in the Transactions (including any Other Guarantor), and all suretyship defenses generally (other than defenses to the payment of the Obligations that are available to Parent or Amalgamation Sub under the Amalgamation Agreement or a breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

(c)         The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and its Affiliates (which, for the avoidance of doubt, does not include Sinobioway Bio-medicine Co., Ltd. and its Affiliates Controlling Sinobioway Bio-medicine Co., Ltd.) not to institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with, the Amalgamation Agreement, the Transactions or the Equity Commitment Letter among the Guarantor, Holdco and Parent (the “Equity Commitment Letter” and together with the other equity commitment letters among each Other Guarantor, Holdco and Parent, collectively, the “Equity Commitment Letters”), against the Guarantor or any Non-Recourse Party (as defined in Section 9), except for (i) claims against the Guarantor under this Limited Guarantee (subject to the limitations described herein) and against the Other Guarantors under the Other Guarantees (subject to the limitations described therein) and (ii) any other Retained Claims (as defined in Section 9).

(d)         The Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and its Affiliates not to institute, directly or indirectly, any proceeding asserting or assert as a defense in any proceeding, subject to clause (ii) of the last sentence of clause (e) hereof, that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms.

(e)         The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against Parent, Amalgamation Sub or any other Guarantor that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Amalgamation Sub or any Other Guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including the right to take or receive from Parent, Amalgamation Sub or any Other Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, whether matured or unmatured, or to be held as collateral for the Obligations or other amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee but subject to Section 3(a), the Guaranteed Party hereby agrees that: (i) to the extent Parent and Amalgamation Sub are relieved of any of their obligations with respect to the Parent Termination Fee, the Guarantor shall be similarly relieved of its Guaranteed Percentage of such obligations under this Limited Guarantee and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee (which in any event shall be subject to the Cap to the extent applicable) that would be available to Parent and/or Amalgamation Sub under the Amalgamation Agreement with respect to the Obligations as well as any defenses in respect of fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any term hereof.

4.           NO WAIVER; CUMULATIVE RIGHTS.

No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder or under the Amalgamation Agreement, the Other Guarantees or the Equity Commitment Letters shall operate as a waiver of any right, remedy or power hereunder; nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder or under the Amalgamation Agreement, the Equity Commitment Letters or the Other Guarantees preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent, Amalgamation Sub or any other person (including any Other Guarantor) liable for any portion of the Obligations prior to proceeding against the Guarantor hereunder, and the failure by the Guaranteed Party to pursue rights or remedies against Parent or Amalgamation Sub or any such other person (including any Other Guarantor) shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party.

5.          REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants that:

(a)         it is a legal entity duly organized and validly existing under the Laws of its jurisdiction of organization;

(b)         the Guarantor has all limited partnership power and authority to execute, deliver and perform this Limited Guarantee;

(c)         the execution, delivery and performance of this Limited Guarantee have been duly authorized by all necessary action on the Guarantor’s part and do not contravene any provision of its organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor or its assets or properties;

(d)         except as is not, individually or in the aggregate, reasonably likely to impair or delay the Guarantor’s performance of its obligations hereunder in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with;

(e)         assuming due execution and delivery of this Limited Guarantee and the Amalgamation Agreement by the Guaranteed Party, this Limited Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law); and

(f)          (i) the Guarantor is solvent and shall not be rendered insolvent as a result of its execution and delivery of this Limited Guarantee or the performance of its obligations hereunder, and (ii) the Guarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee, and all funds necessary for the Guarantor to fulfill its obligations under this Limited Guarantee shall be available to the Guarantor (or its assignee pursuant to Section 6) for so long as this Limited Guarantee shall remain in effect in accordance with Section 8.

6.          NO ASSIGNMENT.

Neither the Guarantor nor the Guaranteed Party may assign or delegate its rights, interests or obligations hereunder to any other person (except by operation of Law), in whole or in part, without the prior written consent of the other party hereto (which such consent, in the case of the Guaranteed Party, shall only be given upon the recommendation of the Special Committee), except that the Guarantor may assign or delegate all or part of its rights, interests and obligations hereunder, without the prior written consent of the Guaranteed Party, to (a) any Other Guarantor, any of the Guarantor’s Affiliates or any other investment fund advised or managed by such Affiliate, or (b) any other transferee (including any investment fund that is a limited partner of the Guarantor or its Affiliates) with respect to whom the Guarantor has furnished information to the Guaranteed Party verifying, to the reasonable satisfaction of the Guaranteed Party, the identity, good standing and creditworthiness of such transferee, in each case of (a) and (b) to the extent that (i) such transferee has been allocated, in accordance with the Equity Commitment Letter, all or a portion of the Guarantor’s investment commitment to Holdco and (ii) such transferee has certified in writing to the Guaranteed Party prior to such assignment or delegation that it is capable of (x) making the representations and warranties set forth in Section 5 and (y) performing all of its obligations hereunder; provided that in the case of either (a) or (b), no such assignment or delegation shall relieve the Guarantor of any of its obligations or liabilities hereunder except to the extent actually performed or satisfied by the transferee. Any assignment or delegation in violation of this Section 6 shall be null and void and of no force and effect.

7.          NOTICES.

All notices, requests, claims, demands and other communications hereunder shall be given by the means specified in the Amalgamation Agreement (and shall be deemed given as specified therein), as follows:

if to the Guarantor:

Advantech Capital L.P.

Suites 1702-03, 17/F, One Exchange Square

8 Connaught Place, Central

Hong Kong

Attention: Director

Facsimile No.: +852 2801 4882

Email: jinjh@advantechcap.com

cynthiacheung@nhfund.com.hk

with a copy to each of (which alone shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom

42/F, Edinburgh Tower, The Landmark

15 Queen's Road Central

Hong Kong
Attention: Z. Julie Gao, Esq.
Facsimile No.: +852 3910 4863

Email: julie.gao@skadden.com

Skadden, Arps, Slate, Meagher & Flom LLP

c/o Jing An Kerry Centre

Tower II, 46th Floor

1539 Nanjing West Road

Shanghai 200040, China
Attention: Haiping Li, Esq.
Facsimile No.: +86 21 6193 8310

Email: haiping.li@skadden.com

If to the Guaranteed Party, as provided in the Amalgamation Agreement.

8.          TERMINATION; CONTINUING GUARANTEE.

(a)         Subject to the last sentence of Section 3(e), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable) payable under this Limited Guarantee having been paid in full by the Guarantor or its successors or permitted assigns, (ii) the Effective Time, (iii) the termination of the Amalgamation Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Amalgamation Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Amalgamation Agreement and (iv) ninety (90) days after any termination of the Amalgamation Agreement in accordance with its terms under circumstances in which Parent and Amalgamation Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Amalgamation Agreement if the Guaranteed Party has not initiated a claim or proceeding in accordance with the terms of the Amalgamation Agreement for payment of any Obligation to the Guarantor by such ninetieth (90th) day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such ninetieth (90th) day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

(b)         Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Amalgamation Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its equity holders, Affiliates or Subsidiaries with respect to the Amalgamation Agreement, the Equity Commitment Letter, the Transactions, this Limited Guarantee, or any other agreement or instrument delivered in connection with any of the foregoing.

9.           NO RECOURSE.

Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor (or its successors and assigns of its obligations hereunder) has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) other than with respect to any Retained Claim, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability hereunder shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Amalgamation Sub or any Other Guarantor (other than as an assignee under Section 6), or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Amalgamation Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Amalgamation Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Amalgamation Agreement or the Transactions are its rights to recover from, and assert claims against, (i) Parent and Amalgamation Sub under and to the extent expressly provided in the Amalgamation Agreement, (ii) the Guarantor and its successors and assigns of its obligations hereunder (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors and their respective successors and assigns pursuant to and subject to the limitations set forth in the Other Guarantees, (iv) the Guarantor, Holdco, Parent and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof, (v) Mr. Weidong Yin and SAIF Partners IV L.P. and their respective successors and assigns under and to the extent provided in the Confidentiality Agreements, and (vi) Parent, Holdco, Mr. Weidong Yin and SAIF Partners IV L.P. and their respective successors and assigns under and to the extent provided in the Support Agreement (claims under (i), (ii), (iii), (iv), (v) and (vi), collectively, the “Retained Claims”); provided that in the event the Guarantor (or its successor or assign of its obligations hereunder) (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s (or its successor’s or assign’s) remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs and expenses described in clause (ii) of the first sentence of Section 1(a) and in Section 1(c) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Amalgamation Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Amalgamation Sub unless and until the Closing occurs. The Retained Claims shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Amalgamation Agreement, the Support Agreement, the Equity Commitment Letters or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Amalgamation Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Holdco, Amalgamation Sub or the Other Guarantors or their respective successors and assigns under the Amalgamation Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

10.        GOVERNING LAW; DISPUTE RESOLUTION.

(a)         This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York.

(b)         Subject to the last sentence of this Section 10(b), any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree to the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(c)         Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party hereto may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

11.        COUNTERPARTS.

This Limited Guarantee may be executed in any number of counterparts (including by e-mail of PDF or scanned versions or facsimile), each such counterpart when executed being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

12.        NO THIRD-PARTY BENEFICIARIES.

Except as provided in Section 9, the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this Limited Guarantee, and this Limited Guarantee is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

13.        CONFIDENTIALITY.

This Limited Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the Amalgamation. This Limited Guarantee may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Guarantor and the Guaranteed Party; provided that the parties hereto may disclose the existence and content of this Limited Guarantee to the extent required by Law, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the Amalgamation and in connection with any litigation relating to the Amalgamation, the Amalgamation Agreement or the Transactions as permitted by or provided in the Amalgamation Agreement. The Guaranteed Party may disclose this Limited Guarantee to any of its Representatives that need to review it in connection with the Transactions and are subject to the confidentiality obligations set forth herein. The Guarantor may disclose it to any Non-Recourse Party that needs to know of the existence of this Limited Guarantee and is subject to the confidentiality obligations set forth herein.

14.        MISCELLANEOUS.

(a)         This Limited Guarantee, together with the Amalgamation Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Equity Commitment Letters and the Other Guarantees), contains the entire agreement between the parties hereto relative to the subject matter hereof and supersedes all prior agreements and undertakings between the parties hereto with respect to the subject matter hereof.

(b)         Any term or provision hereof that is prohibited or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Cap to the extent applicable and the provisions of Sections 8 and 9 and this Section 14(b).

(c)         The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee. When a reference is made in this Limited Guarantee to a Section, such reference shall be to a Section of this Limited Guarantee unless otherwise indicated.  The word “including” and words of similar import when used in this Limited Guarantee will mean “including, without limitation,” unless otherwise specified.

(d)         Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this Limited Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guarantee.

(e)         No amendment or waiver of any provision of this Limited Guarantee will be valid and binding unless it is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party, or in the case of waiver, by the party against whom the waiver is to be effective. No waiver by any party hereto of any breach or violation of, or default under, this Limited Guarantee, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

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IN WITNESS WHEREOF, the Guarantor has executed and delivered this Limited Guarantee as of the date first written above by its director or officer thereunto duly authorized.

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guaranteed Party has executed and delivered this Limited Guarantee as of the date first written above by its director or officer thereunto duly authorized.

[Signature Page to Limited Guarantee]

SCHEDULE A

Other Guarantors

C-Bridge Healthcare Fund II, L.P.

Vivo Capital Fund VIII, L.P.

Vivo Capital Surplus Fund VIII, L.P.

SAIF Partners IV L.P.

Exhibit 7.11

Execution Version

LIMITED GUARANTEE

LIMITED GUARANTEE, dated as of June 26, 2017 (this “Limited Guarantee”) by Vivo Capital Fund VIII, L.P., a limited liability partnership organized and existing under the Laws of the State of Delaware (the “Guarantor”), in favor of Sinovac Biotech Ltd., a company limited by shares incorporated under the Laws of Antigua and Barbuda (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Amalgamation Agreement (as defined below), except as otherwise provided herein.

1.          GUARANTEE.

(a)         To induce the Guaranteed Party to enter into that certain Amalgamation Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Amalgamation Agreement”), among the Guaranteed Party, Sinovac (Cayman) Limited (“Parent”) and Sinovac Amalgamation Sub Limited (“Amalgamation Sub”), pursuant to which Amalgamation Sub will amalgamate with and into the Guaranteed Party (the “Amalgamation”), with the Guaranteed Party surviving the Amalgamation and becoming a wholly-owned Subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, on the terms and conditions set forth herein, the due and punctual discharge and performance when due of 12.6342% (the “Guaranteed Percentage”) of the payment obligations of Parent with respect to (i) the Parent Termination Fee pursuant to Section 8.06(b) of the Amalgamation Agreement and (ii) certain costs and expenses in connection with collection of the Parent Termination Fee pursuant to Section 8.06(d) of the Amalgamation Agreement, in the cases of clauses (i) and (ii), subject to the terms and limitations of Section 8.06(f) of the Amalgamation Agreement (the aggregate obligations of Parent described in clauses (i) and (ii), for the avoidance of doubt, without regard to the Guaranteed Percentage thereof, the “Obligations”); provided that in no event shall the Guarantor’s aggregate liability under this Limited Guarantee (exclusive of the payment obligations of Parent with respect to costs and expenses described in clause (ii) of this sentence and the Guarantor’s payment obligations pursuant to Section 1(c)) exceed US$1,895,132 (the “Cap”); it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Cap to the extent applicable. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay to any person under, in respect of, or in connection with this Limited Guarantee, an amount in excess of the Cap (exclusive of the payment obligations of Parent with respect to costs and expenses described in clause (ii) of the immediately preceding sentence and the Guarantor’s payment obligations pursuant to Section 1(c)) or the Guaranteed Percentage of the Obligations, and that the Guarantor shall not have any obligation or liability to the Guaranteed Party relating to, arising out of or in connection with this Limited Guarantee or the Amalgamation Agreement other than as expressly set forth herein. The Guaranteed Party further acknowledges that in the event that Parent has satisfied a portion but not all of the Obligations, payment of the Guaranteed Percentage of the unsatisfied Obligations by the Guarantor (or by any other person, including Parent or Amalgamation Sub, on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligation to the Guaranteed Party with respect thereto. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States or other currencies as otherwise agreed by the parties hereto, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering into limited guarantees substantially identical to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. The Guaranteed Party represents to the Guarantor that, other than this Limited Guarantee, the Other Guarantees and the Equity Commitment Letters and except as has been furnished to the Guarantor prior to the date of this Limited Guarantee, there is no agreement, understanding or other arrangement (whether written or oral) being entered into or to be entered into by the Guaranteed Party with any Other Guarantor in respect of the subject matters of this Limited Guarantee or the Other Guarantees.

(b)         All payments made by the Guarantor pursuant to this Limited Guarantee shall be free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay or cause to be paid the Obligations as and when due pursuant to Section 8.06(b) and Section 8.06(d) of the Amalgamation Agreement, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of the Obligations shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of the Obligations, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Percentage of the unsatisfied Obligations from the Guarantor, subject to the Cap to the extent applicable. The Guarantor acknowledges that the Guaranteed Party entered into the Amalgamation Agreement in reliance on this Limited Guarantee.

(c)         The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Obligations and not subject to the Cap, if (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(d)         In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable), regardless of whether an action is brought against Parent, Amalgamation Sub, any Other Guarantor or any other person or whether Parent, Amalgamation Sub, any Other Guarantor or any other person is joined in any such action or actions.

2.          NATURE OF GUARANTEE.

(a)         The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Amalgamation Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Amalgamation Agreement that may be agreed to by Parent or Amalgamation Sub. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent, Amalgamation Sub or any other person first before proceeding against the Guarantor hereunder.

(b)         Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Guarantees dated as of the date hereof shall be several and not joint.

3.          CHANGES IN OBLIGATIONS; CERTAIN WAIVERS.

(a)         The Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any portion of the Obligations, and may also make any agreement with Parent, Amalgamation Sub or any Other Guarantor or any other person interested in the Transactions for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent, Amalgamation Sub, any Other Guarantor or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Amalgamation Sub, any Other Guarantor, or any other person interested in the Transactions, (ii) any change in the time, place or manner of payment of any portion of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Amalgamation Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any portion of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable, in which case, the obligations of the Guarantor hereunder shall be affected only to the extent of such amendment to such circumstances), (iii) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms or a discharge or release of Parent with respect to the Obligations under the Amalgamation Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Amalgamation Agreement) of any person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (iv) any change in the corporate existence, structure or ownership of Parent, Amalgamation Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Amalgamation Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (vi) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or Amalgamation Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms or a discharge of Parent with respect to the Obligations under the Amalgamation Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Amalgamation Agreement) or (viii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations.

(b)         To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any portion of the Obligations incurred and all other notices of any kind (other than notices required to be provided to Parent or Amalgamation Sub pursuant to the Amalgamation Agreement or this Limited Guarantee), all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Amalgamation Sub or any other person interested in the Transactions (including any Other Guarantor), and all suretyship defenses generally (other than defenses to the payment of the Obligations that are available to Parent or Amalgamation Sub under the Amalgamation Agreement or a breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

(c)         The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and its Affiliates (which, for the avoidance of doubt, does not include Sinobioway Bio-medicine Co., Ltd. and its Affiliates Controlling Sinobioway Bio-medicine Co., Ltd.) not to institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with, the Amalgamation Agreement, the Transactions or the Equity Commitment Letter among the Guarantor, Holdco and Parent (the “Equity Commitment Letter” and together with the other equity commitment letters among each Other Guarantor, Holdco and Parent, collectively, the “Equity Commitment Letters”), against the Guarantor or any Non-Recourse Party (as defined in Section 9), except for (i) claims against the Guarantor under this Limited Guarantee (subject to the limitations described herein) and against the Other Guarantors under the Other Guarantees (subject to the limitations described therein) and (ii) any other Retained Claims (as defined in Section 9).

(d)         The Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and its Affiliates not to institute, directly or indirectly, any proceeding asserting or assert as a defense in any proceeding, subject to clause (ii) of the last sentence of clause (e) hereof, that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms.

(e)         The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against Parent, Amalgamation Sub or any other Guarantor that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Amalgamation Sub or any Other Guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including the right to take or receive from Parent, Amalgamation Sub or any Other Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, whether matured or unmatured, or to be held as collateral for the Obligations or other amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee but subject to Section 3(a), the Guaranteed Party hereby agrees that: (i) to the extent Parent and Amalgamation Sub are relieved of any of their obligations with respect to the Parent Termination Fee, the Guarantor shall be similarly relieved of its Guaranteed Percentage of such obligations under this Limited Guarantee and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee (which in any event shall be subject to the Cap to the extent applicable) that would be available to Parent and/or Amalgamation Sub under the Amalgamation Agreement with respect to the Obligations as well as any defenses in respect of fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any term hereof.

4.          NO WAIVER; CUMULATIVE RIGHTS.

No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder or under the Amalgamation Agreement, the Other Guarantees or the Equity Commitment Letters shall operate as a waiver of any right, remedy or power hereunder; nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder or under the Amalgamation Agreement, the Equity Commitment Letters or the Other Guarantees preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent, Amalgamation Sub or any other person (including any Other Guarantor) liable for any portion of the Obligations prior to proceeding against the Guarantor hereunder, and the failure by the Guaranteed Party to pursue rights or remedies against Parent or Amalgamation Sub or any such other person (including any Other Guarantor) shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party.

5.          REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants that:

(a)         it is a legal entity duly organized and validly existing under the Laws of its jurisdiction of organization;

(b)         the Guarantor has all limited partnership power and authority to execute, deliver and perform this Limited Guarantee;

(c)         the execution, delivery and performance of this Limited Guarantee have been duly authorized by all necessary action on the Guarantor’s part and do not contravene any provision of its organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor or its assets or properties;

(d)         except as is not, individually or in the aggregate, reasonably likely to impair or delay the Guarantor’s performance of its obligations hereunder in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with;

(e)         assuming due execution and delivery of this Limited Guarantee and the Amalgamation Agreement by the Guaranteed Party, this Limited Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law); and

(f)          (i) the Guarantor is solvent and shall not be rendered insolvent as a result of its execution and delivery of this Limited Guarantee or the performance of its obligations hereunder, and (ii) the Guarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee, and all funds necessary for the Guarantor to fulfill its obligations under this Limited Guarantee shall be available to the Guarantor (or its assignee pursuant to Section 6) for so long as this Limited Guarantee shall remain in effect in accordance with Section 8.

6.           NO ASSIGNMENT.

Neither the Guarantor nor the Guaranteed Party may assign or delegate its rights, interests or obligations hereunder to any other person (except by operation of Law), in whole or in part, without the prior written consent of the other party hereto (which such consent, in the case of the Guaranteed Party, shall only be given upon the recommendation of the Special Committee), except that the Guarantor may assign or delegate all or part of its rights, interests and obligations hereunder, without the prior written consent of the Guaranteed Party, to (a) any Other Guarantor, any of the Guarantor’s Affiliates or any other investment fund advised or managed by such Affiliate, or (b) any other transferee (including any investment fund that is a limited partner of the Guarantor or its Affiliates) with respect to whom the Guarantor has furnished information to the Guaranteed Party verifying, to the reasonable satisfaction of the Guaranteed Party, the identity, good standing and creditworthiness of such transferee, in each case of (a) and (b) to the extent that (i) such transferee has been allocated, in accordance with the Equity Commitment Letter, all or a portion of the Guarantor’s investment commitment to Holdco and (ii) such transferee has certified in writing to the Guaranteed Party prior to such assignment or delegation that it is capable of (x) making the representations and warranties set forth in Section 5 and (y) performing all of its obligations hereunder; provided that in the case of either (a) or (b), no such assignment or delegation shall relieve the Guarantor of any of its obligations or liabilities hereunder except to the extent actually performed or satisfied by the transferee. Any assignment or delegation in violation of this Section 6 shall be null and void and of no force and effect.

7.          NOTICES.

All notices, requests, claims, demands and other communications hereunder shall be given by the means specified in the Amalgamation Agreement (and shall be deemed given as specified therein), as follows:

if to the Guarantor:

Vivo Capital Fund VIII, L.P.

505 Hamilton Ave, Suite 207

Palo Alto, CA 94301, United States

Attention: Fu Shan, Lawrence Wang

Facsimile No.: +1 (650) 688 0818

Email:    fushan@vivocapital.com

lwang@vivocapital.com

with a copy to each of (which alone shall not constitute notice):

Ropes & Gray

41st Floor, One Exchange Square

8 Connaught Place, Central

Hong Kong
Attention: James Lidbury, Vincent Ip
Facsimile No.: +852 3664 6588

Email:    James.Lidbury@ropesgray.com

Vincent.Ip@ropesgray.com

If to the Guaranteed Party, as provided in the Amalgamation Agreement.

8.          TERMINATION; CONTINUING GUARANTEE.

(a)         Subject to the last sentence of Section 3(e), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable) payable under this Limited Guarantee having been paid in full by the Guarantor or its successors or permitted assigns, (ii) the Effective Time, (iii) the termination of the Amalgamation Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Amalgamation Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Amalgamation Agreement and (iv) ninety (90) days after any termination of the Amalgamation Agreement in accordance with its terms under circumstances in which Parent and Amalgamation Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Amalgamation Agreement if the Guaranteed Party has not initiated a claim or proceeding in accordance with the terms of the Amalgamation Agreement for payment of any Obligation to the Guarantor by such ninetieth (90th) day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such ninetieth (90th) day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

(b)         Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Amalgamation Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its equity holders, Affiliates or Subsidiaries with respect to the Amalgamation Agreement, the Equity Commitment Letter, the Transactions, this Limited Guarantee, or any other agreement or instrument delivered in connection with any of the foregoing.

9.          NO RECOURSE.

Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor (or its successors and assigns of its obligations hereunder) has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) other than with respect to any Retained Claim, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability hereunder shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Amalgamation Sub or any Other Guarantor (other than as an assignee under Section 6), or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Amalgamation Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Amalgamation Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Amalgamation Agreement or the Transactions are its rights to recover from, and assert claims against, (i) Parent and Amalgamation Sub under and to the extent expressly provided in the Amalgamation Agreement, (ii) the Guarantor and its successors and assigns of its obligations hereunder (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors and their respective successors and assigns pursuant to and subject to the limitations set forth in the Other Guarantees, (iv) the Guarantor, Holdco, Parent and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof, (v) Mr. Weidong Yin and SAIF Partners IV L.P. and their respective successors and assigns under and to the extent provided in the Confidentiality Agreements, and (vi) Parent, Holdco, Mr. Weidong Yin and SAIF Partners IV L.P. and their respective successors and assigns under and to the extent provided in the Support Agreement (claims under (i), (ii), (iii), (iv), (v) and (vi), collectively, the “Retained Claims”); provided that in the event the Guarantor (or its successor or assign of its obligations hereunder) (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s (or its successor’s or assign’s) remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs and expenses described in clause (ii) of the first sentence of Section 1(a) and in Section 1(c) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Amalgamation Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Amalgamation Sub unless and until the Closing occurs. The Retained Claims shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Amalgamation Agreement, the Support Agreement, the Equity Commitment Letters or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Amalgamation Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Holdco, Amalgamation Sub or the Other Guarantors or their respective successors and assigns under the Amalgamation Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

10.        GOVERNING LAW; DISPUTE RESOLUTION.

(a)         This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York.

(b)        Subject to the last sentence of this Section 10(b), any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree to the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(c)         Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party hereto may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

11.        COUNTERPARTS.

This Limited Guarantee may be executed in any number of counterparts (including by e-mail of PDF or scanned versions or facsimile), each such counterpart when executed being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

12.        NO THIRD-PARTY BENEFICIARIES.

Except as provided in Section 9, the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this Limited Guarantee, and this Limited Guarantee is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

13.        CONFIDENTIALITY.

This Limited Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the Amalgamation. This Limited Guarantee may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Guarantor and the Guaranteed Party; provided that the parties hereto may disclose the existence and content of this Limited Guarantee to the extent required by Law, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the Amalgamation and in connection with any litigation relating to the Amalgamation, the Amalgamation Agreement or the Transactions as permitted by or provided in the Amalgamation Agreement. The Guaranteed Party may disclose this Limited Guarantee to any of its Representatives that need to review it in connection with the Transactions and are subject to the confidentiality obligations set forth herein. The Guarantor may disclose it to any Non-Recourse Party that needs to know of the existence of this Limited Guarantee and is subject to the confidentiality obligations set forth herein.

14.        MISCELLANEOUS.

(a)         This Limited Guarantee, together with the Amalgamation Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Equity Commitment Letters and the Other Guarantees), contains the entire agreement between the parties hereto relative to the subject matter hereof and supersedes all prior agreements and undertakings between the parties hereto with respect to the subject matter hereof.

(b)         Any term or provision hereof that is prohibited or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Cap to the extent applicable and the provisions of Sections 8 and 9 and this Section 14(b).

(c)         The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee. When a reference is made in this Limited Guarantee to a Section, such reference shall be to a Section of this Limited Guarantee unless otherwise indicated.  The word “including” and words of similar import when used in this Limited Guarantee will mean “including, without limitation,” unless otherwise specified.

(d)         Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this Limited Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guarantee.

(e)         No amendment or waiver of any provision of this Limited Guarantee will be valid and binding unless it is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party, or in the case of waiver, by the party against whom the waiver is to be effective. No waiver by any party hereto of any breach or violation of, or default under, this Limited Guarantee, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Guarantor has executed and delivered this Limited Guarantee as of the date first written above by its director or officer thereunto duly authorized.

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guaranteed Party has executed and delivered this Limited Guarantee as of the date first written above by its director or officer thereunto duly authorized.

[Signature Page to Limited Guarantee]

SCHEDULE A

Other Guarantors

Advantech Capital L.P.

C-Bridge Healthcare Fund II, L.P.

Vivo Capital Surplus Fund VIII, L.P.

SAIF Partners IV L.P.

Exhibit 7.12

Execution Version

LIMITED GUARANTEE

LIMITED GUARANTEE, dated as of June 26, 2017 (this “Limited Guarantee”) by Vivo Capital Surplus Fund VIII, L.P., a limited liability partnership organized and existing under the Laws of the State of Delaware (the “Guarantor”), in favor of Sinovac Biotech Ltd., a company limited by shares incorporated under the Laws of Antigua and Barbuda (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Amalgamation Agreement (as defined below), except as otherwise provided herein.

1.           GUARANTEE.

(a)          To induce the Guaranteed Party to enter into that certain Amalgamation Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Amalgamation Agreement”), among the Guaranteed Party, Sinovac (Cayman) Limited (“Parent”) and Sinovac Amalgamation Sub Limited (“Amalgamation Sub”), pursuant to which Amalgamation Sub will amalgamate with and into the Guaranteed Party (the “Amalgamation”), with the Guaranteed Party surviving the Amalgamation and becoming a wholly-owned Subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, on the terms and conditions set forth herein, the due and punctual discharge and performance when due of 1.7446% (the “Guaranteed Percentage”) of the payment obligations of Parent with respect to (i) the Parent Termination Fee pursuant to Section 8.06(b) of the Amalgamation Agreement and (ii) certain costs and expenses in connection with collection of the Parent Termination Fee pursuant to Section 8.06(d) of the Amalgamation Agreement, in the cases of clauses (i) and (ii), subject to the terms and limitations of Section 8.06(f) of the Amalgamation Agreement (the aggregate obligations of Parent described in clauses (i) and (ii), for the avoidance of doubt, without regard to the Guaranteed Percentage thereof, the “Obligations”); provided that in no event shall the Guarantor’s aggregate liability under this Limited Guarantee (exclusive of the payment obligations of Parent with respect to costs and expenses described in clause (ii) of this sentence and the Guarantor’s payment obligations pursuant to Section 1(c)) exceed US$261,695 (the “Cap”); it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Cap to the extent applicable. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay to any person under, in respect of, or in connection with this Limited Guarantee, an amount in excess of the Cap (exclusive of the payment obligations of Parent with respect to costs and expenses described in clause (ii) of the immediately preceding sentence and the Guarantor’s payment obligations pursuant to Section 1(c)) or the Guaranteed Percentage of the Obligations, and that the Guarantor shall not have any obligation or liability to the Guaranteed Party relating to, arising out of or in connection with this Limited Guarantee or the Amalgamation Agreement other than as expressly set forth herein. The Guaranteed Party further acknowledges that in the event that Parent has satisfied a portion but not all of the Obligations, payment of the Guaranteed Percentage of the unsatisfied Obligations by the Guarantor (or by any other person, including Parent or Amalgamation Sub, on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligation to the Guaranteed Party with respect thereto. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States or other currencies as otherwise agreed by the parties hereto, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering into limited guarantees substantially identical to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. The Guaranteed Party represents to the Guarantor that, other than this Limited Guarantee, the Other Guarantees and the Equity Commitment Letters and except as has been furnished to the Guarantor prior to the date of this Limited Guarantee, there is no agreement, understanding or other arrangement (whether written or oral) being entered into or to be entered into by the Guaranteed Party with any Other Guarantor in respect of the subject matters of this Limited Guarantee or the Other Guarantees.

(b)          All payments made by the Guarantor pursuant to this Limited Guarantee shall be free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay or cause to be paid the Obligations as and when due pursuant to Section 8.06(b) and Section 8.06(d) of the Amalgamation Agreement, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of the Obligations shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of the Obligations, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Percentage of the unsatisfied Obligations from the Guarantor, subject to the Cap to the extent applicable. The Guarantor acknowledges that the Guaranteed Party entered into the Amalgamation Agreement in reliance on this Limited Guarantee.

(c)          The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Obligations and not subject to the Cap, if (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(d)          In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable), regardless of whether an action is brought against Parent, Amalgamation Sub, any Other Guarantor or any other person or whether Parent, Amalgamation Sub, any Other Guarantor or any other person is joined in any such action or actions.

2.           NATURE OF GUARANTEE.

(a)          The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Amalgamation Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Amalgamation Agreement that may be agreed to by Parent or Amalgamation Sub. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent, Amalgamation Sub or any other person first before proceeding against the Guarantor hereunder.

(b)          Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Guarantees dated as of the date hereof shall be several and not joint.

3.           CHANGES IN OBLIGATIONS; CERTAIN WAIVERS.

(a)          The Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any portion of the Obligations, and may also make any agreement with Parent, Amalgamation Sub or any Other Guarantor or any other person interested in the Transactions for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent, Amalgamation Sub, any Other Guarantor or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Amalgamation Sub, any Other Guarantor, or any other person interested in the Transactions, (ii) any change in the time, place or manner of payment of any portion of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Amalgamation Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any portion of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable, in which case, the obligations of the Guarantor hereunder shall be affected only to the extent of such amendment to such circumstances), (iii) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms or a discharge or release of Parent with respect to the Obligations under the Amalgamation Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Amalgamation Agreement) of any person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (iv) any change in the corporate existence, structure or ownership of Parent, Amalgamation Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Amalgamation Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (vi) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or Amalgamation Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms or a discharge of Parent with respect to the Obligations under the Amalgamation Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Amalgamation Agreement) or (viii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations.

(b)          To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any portion of the Obligations incurred and all other notices of any kind (other than notices required to be provided to Parent or Amalgamation Sub pursuant to the Amalgamation Agreement or this Limited Guarantee), all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Amalgamation Sub or any other person interested in the Transactions (including any Other Guarantor), and all suretyship defenses generally (other than defenses to the payment of the Obligations that are available to Parent or Amalgamation Sub under the Amalgamation Agreement or a breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

(c)          The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and its Affiliates (which, for the avoidance of doubt, does not include Sinobioway Bio-medicine Co., Ltd. and its Affiliates Controlling Sinobioway Bio-medicine Co., Ltd.) not to institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with, the Amalgamation Agreement, the Transactions or the Equity Commitment Letter among the Guarantor, Holdco and Parent (the “Equity Commitment Letter” and together with the other equity commitment letters among each Other Guarantor, Holdco and Parent, collectively, the “Equity Commitment Letters”), against the Guarantor or any Non-Recourse Party (as defined in Section 9), except for (i) claims against the Guarantor under this Limited Guarantee (subject to the limitations described herein) and against the Other Guarantors under the Other Guarantees (subject to the limitations described therein) and (ii) any other Retained Claims (as defined in Section 9).

(d)          The Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and its Affiliates not to institute, directly or indirectly, any proceeding asserting or assert as a defense in any proceeding, subject to clause (ii) of the last sentence of clause (e) hereof, that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms.

(e)          The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against Parent, Amalgamation Sub or any other Guarantor that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Amalgamation Sub or any Other Guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including the right to take or receive from Parent, Amalgamation Sub or any Other Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, whether matured or unmatured, or to be held as collateral for the Obligations or other amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee but subject to Section 3(a), the Guaranteed Party hereby agrees that: (i) to the extent Parent and Amalgamation Sub are relieved of any of their obligations with respect to the Parent Termination Fee, the Guarantor shall be similarly relieved of its Guaranteed Percentage of such obligations under this Limited Guarantee and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee (which in any event shall be subject to the Cap to the extent applicable) that would be available to Parent and/or Amalgamation Sub under the Amalgamation Agreement with respect to the Obligations as well as any defenses in respect of fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any term hereof.

4.           NO WAIVER; CUMULATIVE RIGHTS.

No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder or under the Amalgamation Agreement, the Other Guarantees or the Equity Commitment Letters shall operate as a waiver of any right, remedy or power hereunder; nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder or under the Amalgamation Agreement, the Equity Commitment Letters or the Other Guarantees preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent, Amalgamation Sub or any other person (including any Other Guarantor) liable for any portion of the Obligations prior to proceeding against the Guarantor hereunder, and the failure by the Guaranteed Party to pursue rights or remedies against Parent or Amalgamation Sub or any such other person (including any Other Guarantor) shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party.

5.           REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants that:

(a)          it is a legal entity duly organized and validly existing under the Laws of its jurisdiction of organization;

(b)          the Guarantor has all limited partnership power and authority to execute, deliver and perform this Limited Guarantee;

(c)          the execution, delivery and performance of this Limited Guarantee have been duly authorized by all necessary action on the Guarantor’s part and do not contravene any provision of its organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor or its assets or properties;

(d)          except as is not, individually or in the aggregate, reasonably likely to impair or delay the Guarantor’s performance of its obligations hereunder in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with;

(e)          assuming due execution and delivery of this Limited Guarantee and the Amalgamation Agreement by the Guaranteed Party, this Limited Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law); and

(f)          (i) the Guarantor is solvent and shall not be rendered insolvent as a result of its execution and delivery of this Limited Guarantee or the performance of its obligations hereunder, and (ii) the Guarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee, and all funds necessary for the Guarantor to fulfill its obligations under this Limited Guarantee shall be available to the Guarantor (or its assignee pursuant to Section 6) for so long as this Limited Guarantee shall remain in effect in accordance with Section 8.

6.           NO ASSIGNMENT.

Neither the Guarantor nor the Guaranteed Party may assign or delegate its rights, interests or obligations hereunder to any other person (except by operation of Law), in whole or in part, without the prior written consent of the other party hereto (which such consent, in the case of the Guaranteed Party, shall only be given upon the recommendation of the Special Committee), except that the Guarantor may assign or delegate all or part of its rights, interests and obligations hereunder, without the prior written consent of the Guaranteed Party, to (a) any Other Guarantor, any of the Guarantor’s Affiliates or any other investment fund advised or managed by such Affiliate, or (b) any other transferee (including any investment fund that is a limited partner of the Guarantor or its Affiliates) with respect to whom the Guarantor has furnished information to the Guaranteed Party verifying, to the reasonable satisfaction of the Guaranteed Party, the identity, good standing and creditworthiness of such transferee, in each case of (a) and (b) to the extent that (i) such transferee has been allocated, in accordance with the Equity Commitment Letter, all or a portion of the Guarantor’s investment commitment to Holdco and (ii) such transferee has certified in writing to the Guaranteed Party prior to such assignment or delegation that it is capable of (x) making the representations and warranties set forth in Section 5 and (y) performing all of its obligations hereunder; provided that in the case of either (a) or (b), no such assignment or delegation shall relieve the Guarantor of any of its obligations or liabilities hereunder except to the extent actually performed or satisfied by the transferee. Any assignment or delegation in violation of this Section 6 shall be null and void and of no force and effect.

7.           NOTICES.

All notices, requests, claims, demands and other communications hereunder shall be given by the means specified in the Amalgamation Agreement (and shall be deemed given as specified therein), as follows:

If to the Guaranteed Party, as provided in the Amalgamation Agreement.

8.           TERMINATION; CONTINUING GUARANTEE.

(a)          Subject to the last sentence of Section 3(e), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable) payable under this Limited Guarantee having been paid in full by the Guarantor or its successors or permitted assigns, (ii) the Effective Time, (iii) the termination of the Amalgamation Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Amalgamation Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Amalgamation Agreement and (iv) ninety (90) days after any termination of the Amalgamation Agreement in accordance with its terms under circumstances in which Parent and Amalgamation Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Amalgamation Agreement if the Guaranteed Party has not initiated a claim or proceeding in accordance with the terms of the Amalgamation Agreement for payment of any Obligation to the Guarantor by such ninetieth (90th) day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such ninetieth (90th) day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

(b)          Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Amalgamation Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its equity holders, Affiliates or Subsidiaries with respect to the Amalgamation Agreement, the Equity Commitment Letter, the Transactions, this Limited Guarantee, or any other agreement or instrument delivered in connection with any of the foregoing.

9.           NO RECOURSE.

Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor (or its successors and assigns of its obligations hereunder) has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) other than with respect to any Retained Claim, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability hereunder shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Amalgamation Sub or any Other Guarantor (other than as an assignee under Section 6), or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Amalgamation Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Amalgamation Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Amalgamation Agreement or the Transactions are its rights to recover from, and assert claims against, (i) Parent and Amalgamation Sub under and to the extent expressly provided in the Amalgamation Agreement, (ii) the Guarantor and its successors and assigns of its obligations hereunder (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors and their respective successors and assigns pursuant to and subject to the limitations set forth in the Other Guarantees, (iv) the Guarantor, Holdco, Parent and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof, (v) Mr. Weidong Yin and SAIF Partners IV L.P. and their respective successors and assigns under and to the extent provided in the Confidentiality Agreements, and (vi) Parent, Holdco, Mr. Weidong Yin and SAIF Partners IV L.P. and their respective successors and assigns under and to the extent provided in the Support Agreement (claims under (i), (ii), (iii), (iv), (v) and (vi), collectively, the “Retained Claims”); provided that in the event the Guarantor (or its successor or assign of its obligations hereunder) (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s (or its successor’s or assign’s) remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs and expenses described in clause (ii) of the first sentence of Section 1(a) and in Section 1(c) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Amalgamation Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Amalgamation Sub unless and until the Closing occurs. The Retained Claims shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Amalgamation Agreement, the Support Agreement, the Equity Commitment Letters or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Amalgamation Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Holdco, Amalgamation Sub or the Other Guarantors or their respective successors and assigns under the Amalgamation Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

10.         GOVERNING LAW; DISPUTE RESOLUTION.

(a)          This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York.

(b)          Subject to the last sentence of this Section 10(b), any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree to the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(c)          Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party hereto may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

11.         COUNTERPARTS.

This Limited Guarantee may be executed in any number of counterparts (including by e-mail of PDF or scanned versions or facsimile), each such counterpart when executed being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

12.         NO THIRD-PARTY BENEFICIARIES.

Except as provided in Section 9, the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this Limited Guarantee, and this Limited Guarantee is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

13.         CONFIDENTIALITY.

This Limited Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the Amalgamation. This Limited Guarantee may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Guarantor and the Guaranteed Party; provided that the parties hereto may disclose the existence and content of this Limited Guarantee to the extent required by Law, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the Amalgamation and in connection with any litigation relating to the Amalgamation, the Amalgamation Agreement or the Transactions as permitted by or provided in the Amalgamation Agreement. The Guaranteed Party may disclose this Limited Guarantee to any of its Representatives that need to review it in connection with the Transactions and are subject to the confidentiality obligations set forth herein. The Guarantor may disclose it to any Non-Recourse Party that needs to know of the existence of this Limited Guarantee and is subject to the confidentiality obligations set forth herein.

14.         MISCELLANEOUS.

(a)          This Limited Guarantee, together with the Amalgamation Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Equity Commitment Letters and the Other Guarantees), contains the entire agreement between the parties hereto relative to the subject matter hereof and supersedes all prior agreements and undertakings between the parties hereto with respect to the subject matter hereof.

(b)          Any term or provision hereof that is prohibited or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Cap to the extent applicable and the provisions of Sections 8 and 9 and this Section 14(b).

(c)          The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee. When a reference is made in this Limited Guarantee to a Section, such reference shall be to a Section of this Limited Guarantee unless otherwise indicated.  The word “including” and words of similar import when used in this Limited Guarantee will mean “including, without limitation,” unless otherwise specified.

(d)          Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this Limited Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guarantee.

(e)          No amendment or waiver of any provision of this Limited Guarantee will be valid and binding unless it is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party, or in the case of waiver, by the party against whom the waiver is to be effective. No waiver by any party hereto of any breach or violation of, or default under, this Limited Guarantee, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

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IN WITNESS WHEREOF, the Guarantor has executed and delivered this Limited Guarantee as of the date first written above by its director or officer thereunto duly authorized.

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guaranteed Party has executed and delivered this Limited Guarantee as of the date first written above by its director or officer thereunto duly authorized.

[Signature Page to Limited Guarantee]

SCHEDULE A

Other Guarantors

Advantech Capital L.P.

C-Bridge Healthcare Fund II, L.P.

Vivo Capital Fund VIII, L.P.

SAIF Partners IV L.P.

Exhibit 7.13

Execution Version

LIMITED GUARANTEE

LIMITED GUARANTEE, dated as of June 26, 2017 (this “Limited Guarantee”) by SAIF Partners IV L.P., an exempted limited partnership registered and existing under the Laws of the Cayman Islands (the “Guarantor”), in favor of Sinovac Biotech Ltd., a company limited by shares incorporated under the Laws of Antigua and Barbuda (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Amalgamation Agreement (as defined below), except as otherwise provided herein.

1.           GUARANTEE.

(a)          To induce the Guaranteed Party to enter into that certain Amalgamation Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Amalgamation Agreement”), among the Guaranteed Party, Sinovac (Cayman) Limited (“Parent”) and Sinovac Amalgamation Sub Limited (“Amalgamation Sub”), pursuant to which Amalgamation Sub will amalgamate with and into the Guaranteed Party (the “Amalgamation”), with the Guaranteed Party surviving the Amalgamation and becoming a wholly-owned Subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, on the terms and conditions set forth herein, the due and punctual discharge and performance when due of 20.9954% (the “Guaranteed Percentage”) of the payment obligations of Parent with respect to (i) the Parent Termination Fee pursuant to Section 8.06(b) of the Amalgamation Agreement and (ii) certain costs and expenses in connection with collection of the Parent Termination Fee pursuant to Section 8.06(d) of the Amalgamation Agreement, in the cases of clauses (i) and (ii), subject to the terms and limitations of Section 8.06(f) of the Amalgamation Agreement (the aggregate obligations of Parent described in clauses (i) and (ii), for the avoidance of doubt, without regard to the Guaranteed Percentage thereof, the “Obligations”); provided that in no event shall the Guarantor’s aggregate liability under this Limited Guarantee (exclusive of the payment obligations of Parent with respect to costs and expenses described in clause (ii) of this sentence and the Guarantor’s payment obligations pursuant to Section 1(c)) exceed US$3,149,304 (the “Cap”); it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Cap to the extent applicable. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay to any person under, in respect of, or in connection with this Limited Guarantee, an amount in excess of the Cap (exclusive of the payment obligations of Parent with respect to costs and expenses described in clause (ii) of the immediately preceding sentence and the Guarantor’s payment obligations pursuant to Section 1(c)) or the Guaranteed Percentage of the Obligations, and that the Guarantor shall not have any obligation or liability to the Guaranteed Party relating to, arising out of or in connection with this Limited Guarantee or the Amalgamation Agreement other than as expressly set forth herein. The Guaranteed Party further acknowledges that in the event that Parent has satisfied a portion but not all of the Obligations, payment of the Guaranteed Percentage of the unsatisfied Obligations by the Guarantor (or by any other person, including Parent or Amalgamation Sub, on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligation to the Guaranteed Party with respect thereto. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States or other currencies as otherwise agreed by the parties hereto, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering into limited guarantees substantially identical to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. The Guaranteed Party represents to the Guarantor that, other than this Limited Guarantee, the Other Guarantees and the Equity Commitment Letters and except as has been furnished to the Guarantor prior to the date of this Limited Guarantee, there is no agreement, understanding or other arrangement (whether written or oral) being entered into or to be entered into by the Guaranteed Party with any Other Guarantor in respect of the subject matters of this Limited Guarantee or the Other Guarantees.

(b)          All payments made by the Guarantor pursuant to this Limited Guarantee shall be free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay or cause to be paid the Obligations as and when due pursuant to Section 8.06(b) and Section 8.06(d) of the Amalgamation Agreement, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of the Obligations shall become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of the Obligations, take any and all actions available hereunder or under applicable Law to collect the Guaranteed Percentage of the unsatisfied Obligations from the Guarantor, subject to the Cap to the extent applicable. The Guarantor acknowledges that the Guaranteed Party entered into the Amalgamation Agreement in reliance on this Limited Guarantee.

(c)          The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Obligations and not subject to the Cap, if (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(d)          In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable), regardless of whether an action is brought against Parent, Amalgamation Sub, any Other Guarantor or any other person or whether Parent, Amalgamation Sub, any Other Guarantor or any other person is joined in any such action or actions.

2.           NATURE OF GUARANTEE.

(a)          The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Amalgamation Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Amalgamation Agreement that may be agreed to by Parent or Amalgamation Sub. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent, Amalgamation Sub or any other person first before proceeding against the Guarantor hereunder.

(b)          Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Guarantees dated as of the date hereof shall be several and not joint.

3.           CHANGES IN OBLIGATIONS; CERTAIN WAIVERS.

(a)          The Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any portion of the Obligations, and may also make any agreement with Parent, Amalgamation Sub or any Other Guarantor or any other person interested in the Transactions for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent, Amalgamation Sub, any Other Guarantor or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Amalgamation Sub, any Other Guarantor, or any other person interested in the Transactions, (ii) any change in the time, place or manner of payment of any portion of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Amalgamation Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any portion of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable, in which case, the obligations of the Guarantor hereunder shall be affected only to the extent of such amendment to such circumstances), (iii) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms or a discharge or release of Parent with respect to the Obligations under the Amalgamation Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Amalgamation Agreement) of any person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (iv) any change in the corporate existence, structure or ownership of Parent, Amalgamation Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Amalgamation Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (vi) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or Amalgamation Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms or a discharge of Parent with respect to the Obligations under the Amalgamation Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Amalgamation Agreement) or (viii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations.

(b)          To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any portion of the Obligations incurred and all other notices of any kind (other than notices required to be provided to Parent or Amalgamation Sub pursuant to the Amalgamation Agreement or this Limited Guarantee), all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Amalgamation Sub or any other person interested in the Transactions (including any Other Guarantor), and all suretyship defenses generally (other than defenses to the payment of the Obligations that are available to Parent or Amalgamation Sub under the Amalgamation Agreement or a breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

(c)          The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and its Affiliates (which, for the avoidance of doubt, does not include Sinobioway Bio-medicine Co., Ltd. and its Affiliates Controlling Sinobioway Bio-medicine Co., Ltd.) not to institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with, the Amalgamation Agreement, the Transactions or the Equity Commitment Letter among the Guarantor, Holdco and Parent (the “Equity Commitment Letter” and together with the other equity commitment letters among each Other Guarantor, Holdco and Parent, collectively, the “Equity Commitment Letters”), against the Guarantor or any Non-Recourse Party (as defined in Section 9), except for (i) claims against the Guarantor under this Limited Guarantee (subject to the limitations described herein) and against the Other Guarantors under the Other Guarantees (subject to the limitations described therein) and (ii) any other Retained Claims (as defined in Section 9).

(d)          The Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and its Affiliates not to institute, directly or indirectly, any proceeding asserting or assert as a defense in any proceeding, subject to clause (ii) of the last sentence of clause (e) hereof, that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms.

(e)          The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against Parent, Amalgamation Sub or any other Guarantor that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Amalgamation Sub or any Other Guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including the right to take or receive from Parent, Amalgamation Sub or any Other Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, whether matured or unmatured, or to be held as collateral for the Obligations or other amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee but subject to Section 3(a), the Guaranteed Party hereby agrees that: (i) to the extent Parent and Amalgamation Sub are relieved of any of their obligations with respect to the Parent Termination Fee, the Guarantor shall be similarly relieved of its Guaranteed Percentage of such obligations under this Limited Guarantee and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee (which in any event shall be subject to the Cap to the extent applicable) that would be available to Parent and/or Amalgamation Sub under the Amalgamation Agreement with respect to the Obligations as well as any defenses in respect of fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any term hereof.

4.           NO WAIVER; CUMULATIVE RIGHTS.

No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder or under the Amalgamation Agreement, the Other Guarantees or the Equity Commitment Letters shall operate as a waiver of any right, remedy or power hereunder; nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder or under the Amalgamation Agreement, the Equity Commitment Letters or the Other Guarantees preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent, Amalgamation Sub or any other person (including any Other Guarantor) liable for any portion of the Obligations prior to proceeding against the Guarantor hereunder, and the failure by the Guaranteed Party to pursue rights or remedies against Parent or Amalgamation Sub or any such other person (including any Other Guarantor) shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party.

5.           REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants that:

(a)          it is a legal entity duly organized and validly existing under the Laws of its jurisdiction of organization;

(b)          the Guarantor has all limited partnership power and authority to execute, deliver and perform this Limited Guarantee;

(c)          the execution, delivery and performance of this Limited Guarantee have been duly authorized by all necessary action on the Guarantor’s part and do not contravene any provision of its organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor or its assets or properties;

(d)          except as is not, individually or in the aggregate, reasonably likely to impair or delay the Guarantor’s performance of its obligations hereunder in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with;

(e)          assuming due execution and delivery of this Limited Guarantee and the Amalgamation Agreement by the Guaranteed Party, this Limited Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law); and

(f)          (i) the Guarantor is solvent and shall not be rendered insolvent as a result of its execution and delivery of this Limited Guarantee or the performance of its obligations hereunder, and (ii) the Guarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee, and all funds necessary for the Guarantor to fulfill its obligations under this Limited Guarantee shall be available to the Guarantor (or its assignee pursuant to Section 6) for so long as this Limited Guarantee shall remain in effect in accordance with Section 8.

6.           NO ASSIGNMENT.

Neither the Guarantor nor the Guaranteed Party may assign or delegate its rights, interests or obligations hereunder to any other person (except by operation of Law), in whole or in part, without the prior written consent of the other party hereto (which such consent, in the case of the Guaranteed Party, shall only be given upon the recommendation of the Special Committee), except that the Guarantor may assign or delegate all or part of its rights, interests and obligations hereunder, without the prior written consent of the Guaranteed Party, to (a) any Other Guarantor, any of the Guarantor’s Affiliates or any other investment fund advised or managed by such Affiliate, or (b) any other transferee (including any investment fund that is a limited partner of the Guarantor or its Affiliates) with respect to whom the Guarantor has furnished information to the Guaranteed Party verifying, to the reasonable satisfaction of the Guaranteed Party, the identity, good standing and creditworthiness of such transferee, in each case of (a) and (b) to the extent that (i) such transferee has been allocated, in accordance with the Equity Commitment Letter, all or a portion of the Guarantor’s investment commitment to Holdco and (ii) such transferee has certified in writing to the Guaranteed Party prior to such assignment or delegation that it is capable of (x) making the representations and warranties set forth in Section 5 and (y) performing all of its obligations hereunder; provided that in the case of either (a) or (b), no such assignment or delegation shall relieve the Guarantor of any of its obligations or liabilities hereunder except to the extent actually performed or satisfied by the transferee. Any assignment or delegation in violation of this Section 6 shall be null and void and of no force and effect.

7.           NOTICES.

All notices, requests, claims, demands and other communications hereunder shall be given by the means specified in the Amalgamation Agreement (and shall be deemed given as specified therein), as follows:

if to the Guarantor:

SAIF Partners IV L.P.

c/o SAIF Advisors Limited

Suites 2516-2520, Two Pacific Place

88 Queensway

Hong Kong

Attention: Kenneth Lee

Facsimile No.: +852 2234 9116

Email: klee@saif.com

with a copy to each of (which alone shall not constitute notice):

Kirkland & Ellis

26^th Floor, Gloucester Tower

The Landmark

15 Queen’s Road, Central

Hong Kong
Attention: David T. Zhang, Esq.
Facsimile No.: +852 3761 3301

Email: david.zhang@kirkland.com

If to the Guaranteed Party, as provided in the Amalgamation Agreement.

8.           TERMINATION; CONTINUING GUARANTEE.

(a)          Subject to the last sentence of Section 3(e), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable) payable under this Limited Guarantee having been paid in full by the Guarantor or its successors or permitted assigns, (ii) the Effective Time, (iii) the termination of the Amalgamation Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Amalgamation Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Amalgamation Agreement and (iv) ninety (90) days after any termination of the Amalgamation Agreement in accordance with its terms under circumstances in which Parent and Amalgamation Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Amalgamation Agreement if the Guaranteed Party has not initiated a claim or proceeding in accordance with the terms of the Amalgamation Agreement for payment of any Obligation to the Guarantor by such ninetieth (90th) day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such ninetieth (90th) day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

(b)          Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Amalgamation Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its equity holders, Affiliates or Subsidiaries with respect to the Amalgamation Agreement, the Equity Commitment Letter, the Transactions, this Limited Guarantee, or any other agreement or instrument delivered in connection with any of the foregoing.

9.           NO RECOURSE.

Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor (or its successors and assigns of its obligations hereunder) has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) other than with respect to any Retained Claim, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability hereunder shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Amalgamation Sub or any Other Guarantor (other than as an assignee under Section 6), or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Amalgamation Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Amalgamation Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Amalgamation Agreement or the Transactions are its rights to recover from, and assert claims against, (i) Parent and Amalgamation Sub under and to the extent expressly provided in the Amalgamation Agreement, (ii) the Guarantor and its successors and assigns of its obligations hereunder (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors and their respective successors and assigns pursuant to and subject to the limitations set forth in the Other Guarantees, (iv) the Guarantor, Holdco, Parent and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof, (v) Mr. Weidong Yin and the Guarantor and their respective successors and assigns under and to the extent provided in the Confidentiality Agreements, and (vi) Parent, Holdco, Mr. Weidong Yin and the Guarantor and their respective successors and assigns under and to the extent provided in the Support Agreement (claims under (i), (ii), (iii), (iv), (v) and (vi), collectively, the “Retained Claims”); provided that in the event the Guarantor (or its successor or assign of its obligations hereunder) (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s (or its successor’s or assign’s) remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs and expenses described in clause (ii) of the first sentence of Section 1(a) and in Section 1(c) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Amalgamation Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Amalgamation Sub unless and until the Closing occurs. The Retained Claims shall be the sole and exclusive remedy of the Guaranteed Party and all of its Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Amalgamation Agreement, the Support Agreement, the Equity Commitment Letters or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Amalgamation Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Holdco, Amalgamation Sub or the Other Guarantors or their respective successors and assigns under the Amalgamation Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

10.         GOVERNING LAW; DISPUTE RESOLUTION.

(a)          This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York.

(b)          Subject to the last sentence of this Section 10(b), any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree to the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(c)          Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party hereto may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

11.         COUNTERPARTS.

This Limited Guarantee may be executed in any number of counterparts (including by e-mail of PDF or scanned versions or facsimile), each such counterpart when executed being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

12.         NO THIRD-PARTY BENEFICIARIES.

Except as provided in Section 9, the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this Limited Guarantee, and this Limited Guarantee is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

13.         CONFIDENTIALITY.

This Limited Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the Amalgamation. This Limited Guarantee may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Guarantor and the Guaranteed Party; provided that the parties hereto may disclose the existence and content of this Limited Guarantee to the extent required by Law, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the Amalgamation and in connection with any litigation relating to the Amalgamation, the Amalgamation Agreement or the Transactions as permitted by or provided in the Amalgamation Agreement. The Guaranteed Party may disclose this Limited Guarantee to any of its Representatives that need to review it in connection with the Transactions and are subject to the confidentiality obligations set forth herein. The Guarantor may disclose it to any Non-Recourse Party that needs to know of the existence of this Limited Guarantee and is subject to the confidentiality obligations set forth herein.

14.         MISCELLANEOUS.

(a)          This Limited Guarantee, together with the Amalgamation Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Equity Commitment Letters and the Other Guarantees), contains the entire agreement between the parties hereto relative to the subject matter hereof and supersedes all prior agreements and undertakings between the parties hereto with respect to the subject matter hereof.

(b)          Any term or provision hereof that is prohibited or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Cap to the extent applicable and the provisions of Sections 8 and 9 and this Section 14(b).

(c)          The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee. When a reference is made in this Limited Guarantee to a Section, such reference shall be to a Section of this Limited Guarantee unless otherwise indicated.  The word “including” and words of similar import when used in this Limited Guarantee will mean “including, without limitation,” unless otherwise specified.

(d)          Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this Limited Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guarantee.

(e)          No amendment or waiver of any provision of this Limited Guarantee will be valid and binding unless it is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party, or in the case of waiver, by the party against whom the waiver is to be effective. No waiver by any party hereto of any breach or violation of, or default under, this Limited Guarantee, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Guarantor has executed and delivered this Limited Guarantee as of the date first written above by its director or officer thereunto duly authorized.

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guaranteed Party has executed and delivered this Limited Guarantee as of the date first written above by its director or officer thereunto duly authorized.

[Signature Page to Limited Guarantee]

SCHEDULE A

Other Guarantors

Advantech Capital L.P.

C-Bridge Healthcare Fund II, L.P.

Vivo Capital Fund VIII, L.P.

Vivo Capital Surplus Fund VIII, L.P.