0001047469-03-010357 Sample Contracts

AMENDMENT NO. 5 TO SHAREHOLDER'S AGREEMENT
Shareholder Agreement • March 26th, 2003 • Sicor Inc • Pharmaceutical preparations • New York

AMENDMENT NO. 5 (the "Amendment"), dated as of September , 2002, to the Shareholder's Agreement, dated as of November 12, 1996, as amended by Amendment No. 1 dated as of December 16, 1996, Amendment No. 2 dated as of February 28, 1997, Amendment No. 3 dated as of May 19, 1997 and Amendment No. 4 dated as of April 3, 2002 (the "Agreement"), between SICOR Inc. (formerly known as Gensia, Inc.), a corporation organized under the laws of Delaware (the "Company"), and Rakepoll Finance N.V., a corporation organized under the laws of the Netherlands Antilles ("Rakepoll Finance").

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Letterhead of SICOR Inc.]
Employment Agreement • March 26th, 2003 • Sicor Inc • Pharmaceutical preparations

This Agreement sets forth the basic terms and conditions of your employment with the Company. By signing this agreement, you will be agreeing to these terms:

EIGHTH AMENDMENT TO MANUFACTURING & DISTRIBUTION AGEEMENT
Manufacturing & Distribution Agreement • March 26th, 2003 • Sicor Inc • Pharmaceutical preparations

This EIGHTH AMENDMENT, dated as of August 27, 2002, amends that certain Manufacturing & Distribution Agreement by and between GENSIA SICOR PHARMACEUTICAL SALES, INC. ("Gensia Sicor") (assignee of Gensia Sicor Pharmaceuticals, Inc., formerly Gensia Laboratories, Ltd.) and Baxter Healthcare Corporation ("Baxter") (formerly Ohmeda Pharmaceutical Products Division Inc.) dated as of February 27, 1996, as amended (the "Agreement").

NINTH AMENDMENT TO MANUFACTURING & DISTRIBUTION AGEEMENT
Manufacturing & Distribution Agreement • March 26th, 2003 • Sicor Inc • Pharmaceutical preparations

This NINTH AMENDMENT, dated as of November 25, 2002, amends that certain Manufacturing & Distribution Agreement by and between GENSIA SICOR PHARMACEUTICAL SALES, INC. ("Gensia Sicor") (assignee of Gensia Sicor Pharmaceuticals, Inc., formerly Gensia Laboratories, Ltd.) and BAXTER HEALTHCARE CORPORATION ("Baxter") (formerly Ohmeda Pharmaceutical Products Division Inc.) dated as of February 27, 1996, as amended (the "Agreement").

AMENDMENT NO. 4 TO SHAREHOLDER'S AGREEMENT
Shareholder Agreement • March 26th, 2003 • Sicor Inc • Pharmaceutical preparations • New York

AMENDMENT NO. 4 (the "Amendment"), dated as of April 3, 2002, to the Shareholder's Agreement, dated as of November 12, 1996, as amended by Amendment No. 1 dated as of December 16, 1996, Amendment No. 2 dated as of February 28, 1997 and Amendment No. 3 dated as of May 19, 1997 (the "Agreement"), between SICOR Inc. (formerly known as Gensia, Inc.), a corporation organized under the laws of Delaware (the "Company"), and Rakepoll Finance N.V., a corporation organized under the laws of the Netherlands Antilles ("Rakepoll Finance").

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