0001193125-07-214310 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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FORM OF LEASE AGREEMENT between NEW APP LLC and NEW ABRAXIS, LLC
Lease Agreement • October 5th, 2007 • New Abraxis, Inc. • Pharmaceutical preparations • Delaware

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

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 5th, 2007 • New Abraxis, Inc. • Pharmaceutical preparations

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2007 by and among New Abraxis, Inc. (the “Company”), a Delaware corporation and currently a wholly-owned subsidiary of Generico Holdings, Inc. (“Gholdco”), Dr. Patrick Soon-Shiong (“PSS”) and certain stockholders of Abraxis BioScience, Inc., a Delaware corporation formerly known as 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”).

FORM OF SEPARATION AND DISTRIBUTION AGREEMENT among ABRAXIS BIOSCIENCE, INC. (f/k/a GENERICO HOLDINGS, INC. to be renamed APP PHARMACEUTICALS, INC.) NEW APP LLC NEW ABRAXIS, LLC and NEW ABRAXIS, INC. (to be renamed ABRAXIS BIOSCIENCE, INC.) Dated as...
Separation and Distribution Agreement • October 5th, 2007 • New Abraxis, Inc. • Pharmaceutical preparations • Delaware

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

FORM OF TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • October 5th, 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”), New APP LLC, a Delaware limited liability company (“Generico”) (Gholdco and Generico, collectively, the “Generico Parties”), New Abraxis, Inc., a Delaware corporation (“Alpha”), and New Abraxis, LLC, a Delaware limited liability company (“New Alpha”) (Alpha and New Alpha, collectively, the “Alpha Parties”).

FORM OF TRANSITION SERVICES AGREEMENT
Transition Services Agreement • October 5th, 2007 • New Abraxis, Inc. • Pharmaceutical preparations • Delaware

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of , 2007 (the “Effective Date”), between ABRAXIS BIOSCIENCE, INC., a Delaware corporation formerly known as New Abraxis, 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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