ABII » Topics » Agreements Related to Separation

This excerpt taken from the ABII DEF 14A filed Oct 30, 2009.

Agreements Related to Separation

In connection with the separation, we entered into a number of agreements that govern the relationship between New APP and us for a period of time after the separation. The agreements were entered into while we were still a wholly owned subsidiary of Old Abraxis. These agreements include:

 

   

Tax allocation agreement;

 

   

Dual officer agreement;

 

   

Employee matters agreement;

 

   

Transition services agreement;

 

   

Manufacturing agreement; and

 

   

Various real estate leases.

Until May 2008, Patrick Soon-Shiong, M.D. and our former chief financial officer, Lisa Gopala, were also the chief executive officer and chief financial officer, respectively of New APP. Dr. Soon-Shiong also owned approximately 80% of the outstanding capital stock of New APP and served as its chairman of the board until September 2008.

Each of these agreements related to the separation was approved by the unanimous consent of our board of directors. In addition, each of our directors was a member of the Old Abraxis board of directors at the time these agreements were approved by them.

This excerpt taken from the ABII 10-K filed Apr 30, 2009.

Agreements Related to Separation

In connection with the separation, we entered into a number of agreements that govern the relationship between New APP and us for a period of time after the separation. The agreements were entered into while we were still a wholly owned subsidiary of Old Abraxis. These agreements include:

 

   

Tax allocation agreement;

 

   

Dual officer agreement;

 

   

Employee matters agreement;

 

   

Transition services agreement;

 

   

Manufacturing agreement; and

 

   

Various real estate leases.

Until May 2008, Patrick Soon-Shiong, M.D. and our former chief financial officer, Lisa Gopala, were also the chief executive officer and chief financial officer, respectively of New APP. Dr. Soon-Shiong also owned approximately 80% of the outstanding capital stock of New APP and served as its chairman of the board until September 2008.

Each of these agreements related to the separation was approved by the unanimous consent of our board of directors. In addition, each of our directors was a member of the Old Abraxis board of directors at the time these agreements were approved by them.

This excerpt taken from the ABII DEF 14A filed Oct 3, 2008.

Agreements Related to Separation

In connection with the separation, we entered into a number of agreements that governs the relationship between New APP and us for a period of time after the separation. The agreements were entered into while we were still a wholly owned subsidiary of Old Abraxis. These agreements include:

 

   

Tax allocation agreement;

 

   

Dual officer agreement;

 

27


   

Employee matters agreement;

 

   

Transition services agreement;

 

   

Manufacturing agreement; and

 

   

Various real estate leases.

Until May 2008, our chief executive officer and chairman of our board of directors, Patrick Soon-Shiong, M.D., and our former chief financial officer, Lisa Gopala, were also the chief executive officer and chief financial officer, respectively of New APP. Dr. Soon-Shiong also owned approximately 80% of the outstanding capital stock of New APP and served as its chairman of the board until September 2008.

Each of these agreements related to the separation was approved by the unanimous consent of our board of directors. In addition, each of our directors was a member of the Old Abraxis board of directors at the time these agreements were approved by the board of directors of Old Abraxis.

These excerpts taken from the ABII 10-K filed May 5, 2008.

Agreements related to Separation

In connection with the separation, we entered into a number of agreements that governs the relationship between New APP and us for a period of time after the separation. The agreements were entered into while we were still a wholly owned subsidiary of Old Abraxis. These agreements include:

 

   

Tax allocation agreement;

 

   

Dual officer agreement;

 

   

Employee matters agreement;

 

   

Transition services agreement;

 

   

Manufacturing agreement; and

 

   

Various real estate leases.

Our Chief Executive Officer and Chairman of our board of directors, Patrick Soon-Shiong, M.D., is also the chief executive officer and chairman of the board of directors of New APP. Our Chief Financial Officer, Lisa Gopala, is also the chief financial officer of New APP. Dr. Soon-Shiong also owns approximately 80% of the outstanding capital stock of New APP.

Each of these agreements related to the separation was approved by the unanimous consent of our board of directors. In addition, each of our directors was a member of the Old Abraxis board of directors at the time these agreements were approved by the board of directors of Old Abraxis.

Agreements related to Separation

FACE="Times New Roman" SIZE="2">In connection with the separation, we entered into a number of agreements that governs the relationship between New APP and us for a period of time after the separation. The agreements were entered into while we were
still a wholly owned subsidiary of Old Abraxis. These agreements include:

 







  

Tax allocation agreement;

 







  

Dual officer agreement;

 







  

Employee matters agreement;

 







  

Transition services agreement;

 







  

Manufacturing agreement; and

 







  

Various real estate leases.

Our
Chief Executive Officer and Chairman of our board of directors, Patrick Soon-Shiong, M.D., is also the chief executive officer and chairman of the board of directors of New APP. Our Chief Financial Officer, Lisa Gopala, is also the chief financial
officer of New APP. Dr. Soon-Shiong also owns approximately 80% of the outstanding capital stock of New APP.

Each of these agreements
related to the separation was approved by the unanimous consent of our board of directors. In addition, each of our directors was a member of the Old Abraxis board of directors at the time these agreements were approved by the board of directors of
Old Abraxis.

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