Abraxis BioScience (ABII)

7.02 Administrative Complaints/Litigation.

(a) After the Distribution Time, the Generico Parties shall assume, and be jointly and severally liable for, the handling, administration, investigation, defense and settlement or other resolution of actions, including, without limitation, regarding ERISA, occupational safety and health, employment standards, wage and hour claims, withholding matters, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims, asserted at any time against the Alpha Group or the Generico Group by any of the Generico Personnel or any other person (including any Governmental Entity) arising out of or relating to employment of any Generico Personnel (or any person who after the Distribution Time becomes an employee of a member of the Generico Group, solely with respect to his or her employment after the Distribution Time) with the Generico Business or Generico or the compensation and/or employee benefits of the Generico Personnel. Any Liabilities arising from such actions shall be deemed Generico Liabilities under the Separation and Distribution Agreement; provided that, notwithstanding anything herein to the contrary, nothing in this Agreement will be deemed to cause the Generico Parties to assume or become responsible for any Excluded Liabilities (as defined in the Separation and Distribution Agreement) described in Section 3.01(f)(i), (v) or (vii) of the Separation and Distribution Agreement.

(b) The Alpha Parties shall retain, or after the Distribution Time shall assume, as applicable, and be jointly and severally liable for, the handling, administration, investigation, and defense and settlement or other resolution of actions, including, without limitation, regarding ERISA, occupational safety and health, employment standards, wage and hour claims, withholding matters, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims, asserted at any time against the Generico Group or the Alpha Group by any of the Alpha Personnel or any other person (including any Governmental Entity) arising out of or relating to employment of any Alpha Personnel (or any person who after the Distribution Time becomes an employee of a member of the Alpha Group, solely with respect to his or her employment after the Distribution Time) with the Alpha Business or Alpha or the compensation and/or employee benefits of the Alpha Personnel. Any Liabilities arising from such actions shall be deemed Alpha Liabilities under the Separation and Distribution Agreement.

7.03 Reimbursement and Indemnification. The parties hereto agree to reimburse one another, within 30 days of receipt from another party of appropriate verification, for all Indemnifiable Losses that each may incur on behalf of the other as a result of any of the Benefit Plans or any of the termination or severance obligations set forth in Section 2.02. All Liabilities retained, assumed or indemnified against by the Generico Parties pursuant to this Agreement shall be deemed Generico Liabilities, and all Liabilities retained, assumed or indemnified against by the Alpha Parties pursuant to this Agreement shall be deemed Alpha Liabilities, and in each case shall be subject to the indemnification provisions of Article IV of the Separation and Distribution Agreement.

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7.04 Payment of and Accounting Treatment for Expenses. Except as specifically provided in the Separation and Distribution Agreement or as the Generico Parties and the Alpha Parties otherwise mutually agree, all expenses (and the accounting treatment related thereto) through the Distribution Time regarding matters addressed herein shall be handled and administered in accordance with Alpha’s historical accounting and financial practices and procedures pertaining to such matters.

7.05 Sharing of Participant Information. New Alpha and Generico shall share, New Alpha shall cause each applicable member of the Alpha Group to share, and Generico shall cause each applicable member of the Generico Group to share, with each other and their respective agents and vendors (to the extent permitted by Applicable Law) all participant information necessary for the efficient and accurate administration of each of the Benefit Plans sponsored or maintained by any member of the Alpha Group and the Benefit Plans sponsored or maintained by any member of the Generico Group following the Distribution Time. New Alpha and Generico and their respective authorized agents shall, subject to Applicable Laws and understandings regarding confidentiality, be given reasonable and timely access to, and may make copies of, all information relating to the subjects of this Agreement in the custody of the other party, to the extent necessary for such administration, in each case without application of any limitation or restriction set forth in Article VI of the Separation and Distribution Agreement. Generico and New Alpha shall also cooperate to share all such information regarding any issue relating to the compensation of the Generico Personnel as may be required in order to satisfy any requirements related to federal, state and/or local income tax reporting (including, for purposes of preparing a Form W-2 for each such employee) and withholding, all in accordance with the terms of the Tax Allocation Agreement.

7.06 Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the parties, it being understood and agreed that no provision contained herein, and no act of the parties, shall be deemed to create any relationship between the parties other than the relationship set forth herein.

7.07 Cooperation. The Alpha Parties and the Generico Parties shall each cooperate in good faith, including by making personnel available to one another at mutually agreed times, as necessary or appropriate to carry out the purposes of this Agreement.

7.08 No Duplication of Benefits. It is the intention of the parties that nothing in this Agreement shall allow for any of the Generico Personnel or Alpha Personnel to receive duplicative benefits. Accordingly, notwithstanding any other provision of this Agreement, New Alpha, LLC and Generico shall agree on methods and procedures to prevent the Generico Personnel and the Alpha Personnel from receiving duplicative benefits.