Abraxis BioScience, Inc. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 5th, 2007 • New Abraxis, Inc. • Pharmaceutical preparations • Delaware

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 20 (the “Effective Date”) by and between Abraxis BioScience, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).

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LEASE AGREEMENT between ABRAXIS BIOSCIENCE, LLC and APP PHARMACEUTICALS, LLC
Lease Agreement • December 20th, 2007 • Abraxis Biosciences, 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 20th, 2007 • Abraxis Biosciences, Inc. • Pharmaceutical preparations

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 13, 2007 by and among New Abraxis, Inc. (the “Company”), a Delaware corporation and currently a wholly-owned subsidiary of APP Pharmaceuticals, Inc., APP Pharmaceuticals, Inc. (f/k/a Generico Holdings, Inc.) (“Gholdco”), Dr. Patrick Soon-Shiong (“PSS”) and certain stockholders of Gholdco receiving Common Stock in the Spin-off (each as defined below) who execute and deliver a counterpart to this Agreement (collectively, the “Stockholder Parties”).

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Contract
Manufacturing Agreement • December 20th, 2007 • Abraxis Biosciences, 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.

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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 • December 20th, 2007 • Abraxis Biosciences, 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”).

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TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • December 20th, 2007 • Abraxis Biosciences, 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”).

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VOTING AGREEMENT
Voting Agreement • July 1st, 2010 • Abraxis BioScience, Inc. • Pharmaceutical preparations • Delaware

This VOTING AGREEMENT (this “Agreement”) is entered into as of June 30, 2010, by and among Celgene Corporation, a Delaware corporation (“Parent”), Artistry Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and the Persons whose names are set forth on the signature pages hereto under the caption “Stockholders” (each individually a “Stockholder” and, collectively, the “Stockholders”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • December 20th, 2007 • Abraxis Biosciences, Inc. • Pharmaceutical preparations • Delaware

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of November 13, 2007 (the “Effective Date”), between NEW ABRAXIS, INC. a Delaware corporation (to be renamed Abraxis BioScience, Inc.) (“New Alpha”), and APP PHARMACEUTICALS, INC., a Delaware corporation formerly known as Generico Holdings, Inc. and Abraxis BioScience, Inc. (“Gholdco”).

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FORM OF EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • November 2nd, 2007 • New Abraxis, Inc. • Pharmaceutical preparations • Delaware

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 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”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2008 • Abraxis Biosciences, Inc. • Pharmaceutical preparations • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of May 22, 2008 between Abraxis BioScience, LLC, a Delaware limited liability company (the “Company”) and David D. O’Toole (the “Executive”).

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LICENSE AGREEMENT
License Agreement • November 2nd, 2007 • New Abraxis, Inc. • Pharmaceutical preparations • California

This License Agreement (this “Agreement”) is entered into as of May 27, 2005 (the “Effective Date”), by and between American BioScience, Inc., a California corporation (“ABI”), and Taiho Pharmaceutical Co., Ltd., a Japanese corporation (“Taiho”).

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FORM OF TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • November 2nd, 2007 • New Abraxis, Inc. • Pharmaceutical preparations • Delaware

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

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FORM OF AGREEMENT
Separation Agreement • November 2nd, 2007 • New Abraxis, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT (this “Agreement”) is entered into as of , 2007 between New Abraxis, Inc., a Delaware corporation (“New Abraxis”), and APP Pharmaceuticals, Inc., a Delaware corporation (“New APP”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 7th, 2009 • Abraxis BioScience, Inc. • Pharmaceutical preparations • New Jersey

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 29, 2009 (the “Effective Date”) between Abraxis BioScience, Inc., a Delaware corporation (“Parent”), and its wholly-owned operating subsidiary Abraxis BioScience, LLC, a Delaware limited liability company (the “Company”), on the one hand, and Leon O. Moulder, Jr. (“Executive”), on the other hand.

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FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and between CELGENE CORPORATION and [TRUSTEE] Dated as of [—], 2010
Contingent Value Rights Agreement • July 1st, 2010 • Abraxis BioScience, Inc. • Pharmaceutical preparations • New York

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—], 2010 (this “CVR Agreement”), by and between Celgene Corporation, a Delaware corporation (the “Company”), and [—], a national banking association, as trustee (the “Trustee”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “CVRs”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

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JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
Joint Filing Agreement • July 2nd, 2010 • Abraxis BioScience, Inc. • Pharmaceutical preparations

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D/A is filed on behalf of each of the undersigned and that all subsequent amendments to this Schedule 13D/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

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RETENTION AGREEMENT
Retention Agreement • July 1st, 2010 • Abraxis BioScience, Inc. • Pharmaceutical preparations • California

THIS RETENTION AGREEMENT (this “Agreement”) is entered into as of June 25, 2010 (the “Effective Date”) among Abraxis BioScience, Inc., a Delaware corporation (“Parent”), and its wholly-owned operating subsidiary Abraxis BioScience, LLC, a Delaware limited liability company (the “Company”), and Bruce Wendel (“Executive”).

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TERMINATION AGREEMENT
Termination Agreement • March 6th, 2009 • Abraxis BioScience, Inc. • Pharmaceutical preparations

This Termination Agreement (“Termination Agreement”) is made and dated as of November 19 2008 by and between AstraZeneca UK Limited, a company incorporated under the laws of England and Wales with offices at 15 Stanhope Gate, London W1K 1LN, England (“AstraZeneca”), and Abraxis Bioscience, LLC (“Abraxis”), a Delaware limited liability company with offices at 11755 Wilshire Boulevard, Suite 2000, Los Angeles, California 90025, U.S.A., as successor-in-interest to Abraxis BioScience, Inc. (“ABI”). Each of AstraZeneca and Abraxis is a “Party” to this Termination Agreement.

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AGREEMENT
Separation and Distribution Agreement • December 20th, 2007 • Abraxis Biosciences, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT (this “Agreement”) is entered into as of November 13, 2007 between New Abraxis, Inc., a Delaware corporation (“New Abraxis”), and APP Pharmaceuticals, Inc., a Delaware corporation (“New APP”).

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AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 30, 2010 AMONG CELGENE CORPORATION, ARTISTRY ACQUISITION CORP. AND ABRAXIS BIOSCIENCE, INC.
Merger Agreement • July 1st, 2010 • Abraxis BioScience, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 30, 2010, is entered into by and among Celgene Corporation, a Delaware corporation (“Parent”); Artistry Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”); and Abraxis BioScience Inc., a Delaware corporation (the “Company”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2008 • Abraxis BioScience, Inc. • Pharmaceutical preparations • California
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