FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 4th, 2009 • Abraxis Health, Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of , 2009 (the “Effective Date”), between ABRAXIS BIOSCIENCE, INC., a Delaware corporation (“ABI”), ABRAXIS BIOSCIENCE, LLC, a Delaware limited liability company (“AB LLC” and together with ABI, the “ABI Parties”) and ABRAXIS HEALTH, INC., a Delaware corporation (“Health”).
FORM OF TAX ALLOCATION AGREEMENTTax Allocation Agreement • August 4th, 2009 • Abraxis Health, Inc. • In vitro & in vivo diagnostic substances • Delaware
TAX ALLOCATION AGREEMENT (this “Agreement”), dated as of [•], 2009, is by and among Abraxis BioScience, Inc., a Delaware corporation (“ABI”), Abraxis BioScience, LLC, a Delaware limited liability company and wholly owned subsidiary of ABI (“Abraxis LLC” and together with ABI, the “ABI Parties”), and Abraxis Health, Inc., a Delaware corporation (“SpinCo”).
FORM OF TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 4th, 2009 • Abraxis Health, Inc. • In vitro & in vivo diagnostic substances • Delaware
This TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of [•], 2009 (the “Effective Date”), is made and entered into by and among Abraxis Health, Inc., a Delaware corporation (“Licensor”), on the one hand, and Abraxis BioScience, Inc., a Delaware corporation (“ABI”), and Abraxis BioScience, LLC, a Delaware limited liability company and a wholly owned subsidiary of ABI (“AB LLC”, together with ABI, “Licensees” and each a “Licensee”), on the other hand (each a “Party,” and collectively, the “Parties”).
FORM OF EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 4th, 2009 • Abraxis Health, Inc. • In vitro & in vivo diagnostic substances • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , 2009, is among Abraxis BioScience, Inc., a Delaware corporation (“ABI”), Abraxis BioScience, LLC, a Delaware limited liability company (“ABI LLC”) (ABI and ABI LLC, collectively, the “ABI Parties”), and Abraxis Health, Inc., a Delaware corporation (“SpinCo”).
FORM OF SUBLEASESublease • August 4th, 2009 • Abraxis Health, Inc. • In vitro & in vivo diagnostic substances • California
This Sublease (this “Sublease”) is made and entered into as of August , 2009 (the “Commencement Date”) by and between Abraxis BioScience, LLC, a Delaware limited liability company (“Sublessor”), and Abraxis Health, Inc., a Delaware corporation (“Sublessee”), with reference to the following facts and circumstances:
