American Pharmaceutical Partners Inc /De/ Sample Contracts

EXHIBIT 10.19 CREDIT AGREEMENT
Credit Agreement • April 1st, 2002 • American Pharmaceutical Partners Inc /Ca/ • Pharmaceutical preparations • New York
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Pledge Agreement • December 11th, 2001 • American Pharmaceutical Partners Inc /Ca/ • Pharmaceutical preparations • California
EXHIBIT 4.3 FIRST AMENDED REGISTRATION RIGHTS AGREEMENT -------------------------------------------
Registration Rights Agreement • October 3rd, 2001 • American Pharmaceutical Partners Inc /Ca/
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License Agreement • December 11th, 2001 • American Pharmaceutical Partners Inc /Ca/ • Pharmaceutical preparations • California
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Settlement Agreement • November 20th, 2001 • American Pharmaceutical Partners Inc /Ca/ • Pharmaceutical preparations • California
EXHIBIT 1.1 9,000,000 Shares AMERICAN PHARMACEUTICAL PARTNERS, INC. Common Stock UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • December 13th, 2001 • American Pharmaceutical Partners Inc /Ca/ • Pharmaceutical preparations
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Manufacturing Agreement • December 13th, 2001 • American Pharmaceutical Partners Inc /Ca/ • Pharmaceutical preparations • California
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License Agreement • December 13th, 2001 • American Pharmaceutical Partners Inc /Ca/ • Pharmaceutical preparations • California
LEASE AGREEMENT between ABRAXIS BIOSCIENCE, LLC and APP PHARMACEUTICALS, LLC
Lease Agreement • March 17th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS LEASE AGREEMENT (this “Lease”), dated effective the 13th day of November, 2007 (the “Effective Date”), is made by and between Abraxis BioScience, LLC, a Delaware limited liability company (“LESSOR”), and APP Pharmaceuticals, LLC, a Delaware limited liability company ( “LESSEE”).

ARTICLE I TERM ----
Office Lease Agreement • October 3rd, 2001 • American Pharmaceutical Partners Inc /Ca/
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 10th, 2006 • Abraxis BioScience, Inc. • Pharmaceutical preparations

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 18, 2006 by and among American Pharmaceutical Partners, Inc., a Delaware corporation (the “Company”), Dr. Patrick Soon-Shiong (“PSS”) and the stockholders of ABI receiving Common Stock in the Merger (each as defined below) who execute and deliver a counterpart to this Agreement (collectively, the “Stockholder Parties”).

Contract
Manufacturing Agreement • March 17th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

Note: Redacted portions have been marked with (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.

SEPARATION AND DISTRIBUTION AGREEMENT among APP PHARMACEUTICALS, INC. (f/k/a GENERICO HOLDINGS, INC.) APP PHARMACEUTICALS, LLC ABRAXIS BIOSCIENCE, LLC and NEW ABRAXIS, INC. (to be renamed ABRAXIS BIOSCIENCE, INC.) Dated as of November 13, 2007
Separation and Distribution Agreement • March 17th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of November 13th, 2007, is among APP Pharmaceuticals, Inc., a Delaware corporation formerly known as Generico Holdings, Inc. (“Gholdco”), APP Pharmaceuticals, LLC, a Delaware limited liability company (“Generico”) (Gholdco and Generico, together, the “Generico Parties”), Abraxis BioScience, LLC, a Delaware limited liability company (“New Alpha, LLC”), and New Abraxis, Inc., a Delaware corporation (to be renamed Abraxis BioScience, Inc.) (“New Alpha”) (New Alpha, LLC and New Alpha, together, the “Alpha Parties”).

TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • March 17th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

TAX ALLOCATION AGREEMENT (this “Agreement”), dated as of November 13th, 2007, among APP Pharmaceuticals, Inc. (f/k/a Generico Holdings, Inc.), a Delaware corporation (“Gholdco”), APP Pharmaceuticals, LLC, a Delaware limited liability company (“Generico”) (Gholdco and Generico, collectively, the “Generico Parties”), New Abraxis, Inc., a Delaware corporation (to be renamed Abraxis BioScience, Inc.) (“New Alpha”), and Abraxis BioScience, LLC, a Delaware limited liability company (“New Alpha, LLC”) (New Alpha and New Alpha, LLC, collectively, the “Alpha Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2006 • Abraxis BioScience, Inc. • Pharmaceutical preparations • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of 30th December, 2005 between AMERICAN BIOSCIENCE, INC., a California corporation (the “Company”) and Carlo A. Montagner (the “Executive”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 14th, 2002 • American Pharmaceutical Partners Inc /De/ • Pharmaceutical preparations • California

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 28, 2002 between American Pharmaceutical Partners, Inc., a Delaware corporation (“Purchaser”), and Biotechnology Development Fund, L.P., a Delaware limited partnership (“Seller”).

STANDARD FORM OFFICE LEASE BETWEEN CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity, the Landlord, AND AMERICAN BIOSCIENCE, INC., a California corporation the Tenant Dated: March 24, 2006 For Premises Located At 11755 Wilshire Boulevard...
Office Lease • November 9th, 2006 • Abraxis BioScience, Inc. • Pharmaceutical preparations • California

This Standard Form Office Lease (this “Lease”) is made as of March 24, 2006 (the “Lease Date”), by CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity (“Landlord”), and AMERICAN BIOSCIENCE, INC., a California corporation (“Tenant”).

CO-PROMOTION AND STRATEGIC MARKETING SERVICES AGREEMENT between ASTRAZENECA UK LIMITED and ABRAXIS BIOSCIENCE, INC. DATE: APRIL 26, 2006
Co-Promotion and Strategic Marketing Services Agreement • August 10th, 2006 • Abraxis BioScience, Inc. • Pharmaceutical preparations • Delaware

This Co-Promotion and Strategic Marketing Services Agreement (the “Agreement”) is dated as of the 26th day of April 2006 by and between

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RETENTION AGREEMENT
Retention Agreement • March 1st, 2007 • Abraxis BioScience, Inc. • Pharmaceutical preparations • Illinois

This RETENTION AGREEMENT (the “Retention Agreement”), dated as of November 20, 2006 (the “Effective Date”), is entered into by and between Abraxis BioScience, Inc., a Delaware corporation (the “Company”), and Frank Harmon (the “Employee”).

LEASE
Lease • October 3rd, 2001 • American Pharmaceutical Partners Inc /Ca/
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT MARKED [***] HAVE BEEN REDACTED AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. MANUFACTURING AND SUPPLY AGREEMENT
Manufacturing and Supply Agreement • August 10th, 2006 • Abraxis BioScience, Inc. • Pharmaceutical preparations • Delaware

This MANUFACTURING AND SUPPLY AGREEMENT (“Agreement”) is made as of this 28th day of June, 2006, (the “Effective Date”) by and between ASTRAZENECA PHARMACEUTICALS LP, a Delaware limited partnership having a principal place of business at 1800 Concord Pike, Wilmington, Delaware, 19850, (“AZ”) and ABRAXIS BIOSCIENCE, INC., a Delaware corporation having a place of business at 11777 San Vincente Blvd., Suite 550, Los Angeles, CA 90049 (“ABBI”).

EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • March 17th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 13, 2007, is among APP Pharmaceuticals, Inc. (formerly known as Generico Holdings, Inc.), a Delaware corporation (“Gholdco”), APP Pharmaceuticals, LLC, a Delaware limited liability company (“Generico”) (Gholdco and Generico, collectively, the “Generico Parties”), Abraxis BioScience, LLC, a Delaware limited liability company (“New Alpha, LLC”), and New Abraxis, Inc., a Delaware corporation to be renamed Abraxis BioScience, Inc. (“New Alpha”) (New Alpha, LLC and New Alpha, collectively, the “Alpha Parties”).

CORPORATE GOVERNANCE AND VOTING AGREEMENT
Corporate Governance and Voting Agreement • May 10th, 2006 • Abraxis BioScience, Inc. • Pharmaceutical preparations • Delaware

THIS CORPORATE GOVERNANCE AND VOTING AGREEMENT (this “Agreement”) is entered as of April 18, 2006 by and among Dr. Patrick Soon-Shiong (“PSS”), and the other persons executing signature pages hereto (PSS and such other persons, together with any third party related to any PSS Party who hereafter becomes a signatory hereto as contemplated by Section 2.05, the “PSS Parties”), and American Pharmaceutical Partners, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 6, 2008 AMONG FRESENIUS SE, FRESENIUS KABI PHARMACEUTICALS HOLDING, LLC, FRESENIUS KABI PHARMACEUTICALS, LLC AND APP PHARMACEUTICALS, INC.
Merger Agreement • July 7th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 6, 2008, by and among Fresenius SE, a societas europaea organized under the laws of Germany (“Parent”); Fresenius Kabi Pharmaceuticals Holding, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Parent (“Holdco”); and Fresenius Kabi Pharmaceuticals, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Holdco (“Sub”); and APP Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

AIRCRAFT PURCHASE AND SALE AGREEMENT
Aircraft Purchase and Sale Agreement • November 9th, 2006 • Abraxis BioScience, Inc. • Pharmaceutical preparations

THIS AIRCRAFT PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of June 23, 2006, by and between Jets Ejecutivos, S.A. DE C.V., a Mexican corporation (“Seller”), and Dr. Patrick Soon-Shiong (“Buyer”).

ESCROW AGREEMENT
Escrow Agreement • May 10th, 2006 • Abraxis BioScience, Inc. • Pharmaceutical preparations • Delaware

This Escrow Agreement (this “Escrow Agreement”), is dated as of April 18, 2006, by and among American Pharmaceutical Partners, Inc., a Delaware corporation (the “Company”), Dr. Patrick Soon-Shiong, solely in his capacity as “Shareholder Representative” (the “Shareholders’ Representative”), and Fifth Third Bank, as escrow agent (“Escrow Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 12th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • Illinois

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of March 31, 2008 (the “Effective Date”) between APP Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”) and Richard J. Tajak (the “Executive”).

PREMIER PURCHASING PARTNERS, L.P. AMENDMENT NUMBER #223 TO GROUP PURCHASING AGREEMENT CONTRACT#: PP-PH-APP01 Product Category: Pharmaceuticals (Extension of Term)
Group Purchasing Agreement • March 15th, 2004 • American Pharmaceutical Partners Inc /De/ • Pharmaceutical preparations

This Amendment Number 223 (“Amendment”), is entered into effective December 12, 2003, (the “Effective Date”), and shall amend and modify the Group Purchasing Agreement (Contract #: PP-PH-APP01) by and between Premier Purchasing Partners, L.P. (“Purchasing Partners”), and American Pharmaceutical Partners, Inc. (“Seller”), dated effective December 12, 1997 (the “Agreement”), as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • August 7th, 2006 • Abraxis BioScience, Inc. • Pharmaceutical preparations • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 31, 2006 (the “Effective Date”) between Abraxis BioScience Inc., a Delaware corporation (the “Company”) and Lisa Gopalakrishnan (the “Executive”).

CREDIT AGREEMENT Among AMERICAN PHARMACEUTICAL PARTNERS, INC. VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO
Credit Agreement • September 9th, 2004 • American Pharmaceutical Partners Inc /De/ • Pharmaceutical preparations • Illinois

This Credit Agreement is entered into as of September 2, 2004, by and among AMERICAN PHARMACEUTICAL PARTNERS, INC., a Delaware corporation (the “Borrower”), the various institutions from time to time party to this Agreement, as Lenders, FIFTH THIRD BANK, an Ohio banking corporation, as Agent and L/C Issuer and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent.

AGREEMENT
Manufacturing Agreement • March 15th, 2004 • American Pharmaceutical Partners Inc /De/ • Pharmaceutical preparations • California

THIS AGREEMENT (this “Agreement”) is entered into as of March 11, 2004 between AMERICAN BIOSCIENCE, INC., a California corporation (“ABI”), and AMERICAN PHARMACEUTICAL PARTNERS, INC., a Delaware corporation (“APP”).

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