FORM OF INDEMNIFICATION AGREEMENTIndemnification 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”).
FORM OF LEASE AGREEMENT between NEW APP LLC and NEW ABRAXIS, LLCLease 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 AGREEMENTRegistration 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 AGREEMENTTax 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 AGREEMENTTransition 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”).
