Abraxis BioScience (ABII)

4.02 Assumption of Employee Related Obligations.

(a) From and after the Distribution Time, the Generico Parties shall be solely responsible for all Liabilities (including administrative responsibilities) related to the agreements and obligations described in Section 4.02(a)(i) through Section 4.02(a)(vi), and no Alpha Party or any of its Affiliates shall retain such Liabilities or have any responsibility with respect thereto:

(i) Each Employee Agreement and Employment Agreement entered into prior to the Distribution Time between any member of the Alpha Group and any of the Generico Personnel; provided, that nothing herein shall limit the rights of the Alpha Group or the Generico Group thereunder with respect to their business operations, to the extent provided therein.

(ii) Agreements entered into prior to the Distribution Time between any member of the Alpha Group and any Generico Independent Contractor.

(iii) All wages, salary, ordinary compensation or commissions payable to any of the Generico Personnel after the Distribution Time, and all vacation, paid time off, sick leave, or other fringe benefits accrued with respect to any of the Generico Personnel at the Distribution Time, whether earned before or after the Distribution Time.

(iv) All bonus and cash incentive compensation payment obligations, if any, payable after the Distribution Time to any of the Generico Personnel, whether earned before or after the Distribution Time.

(v) All Liabilities with respect to any of the Generico Personnel under the Non-ERISA Benefit Arrangements, whether earned or accrued before or after the Distribution Time (except to the extent that the Generico Group is fully reimbursed for such Liability by insurance with third-party insurers).

(vi) All Liabilities of the Generico Business related to the Generico Personnel set forth on Schedules 3.01(e)(ii) and 3.01(e)(iii) of the Separation and Distribution Agreement.

The parties agree to negotiate in good faith with the Generico Personnel and any third parties, if applicable, to cause the foregoing Liabilities to be assumed by the Generico Parties on terms no less favorable to the Generico Parties than those that apply to the Alpha Parties and to have the Alpha Group fully released from such Liabilities. If any of the foregoing Liabilities cannot be assumed by the

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Generico Parties and the Alpha Group released therefrom for a reason beyond the control of the parties hereto, including the refusal of any such third party to consent to such an assumption and release, then the Generico Parties shall reimburse the Alpha Group in the event that any such Liabilities are paid by the Alpha Group, in accordance with Section 7.03, as though it had been assumed and paid by Generico.

(b) From and after the Distribution Time, the Alpha Parties shall be solely responsible for all Liabilities related to the agreements and obligations described in Section 4.02(b)(i) through Section 4.02(b)(iv), and no Generico Party or any of their respective Affiliates shall retain such Liabilities or have any responsibility with respect thereto:

(i) All wages, salary, ordinary compensation or commissions payable to any of the Alpha Personnel after the Distribution Time, and all vacation, paid time off, sick leave, or other fringe benefits accrued with respect any of the Alpha Personnel at the Distribution Time, whether earned before or after the Distribution Time.

(ii) All bonus and cash incentive compensation payment obligations, if any, payable after the Distribution Time to any of the Alpha Personnel, whether earned before or after the Distribution Time.

(iii) All Liabilities with respect to any of the Alpha Personnel under the Non-ERISA Benefit Arrangements, whether earned or accrued before or after the Distribution Time (except to the extent that the Alpha Group is fully reimbursed for such Liability by insurance with third-party insurers, and, with respect to such Liabilities related to service or events prior to the Distribution Time, only to the extent accrued on the books of account of Alpha at the Distribution Time); provided that the Alpha Group shall not assume any Liabilities related to such Non-ERISA Benefit Arrangements that result from matters of non-compliance prior to the Distribution Time.

(iv) All Liabilities, regardless of when arising or incurred, under the ESPP or any other Benefit Plan, which Liabilities are not expressly assumed by the Generico Parties in this Agreement.

The parties agree to negotiate in good faith with the Alpha Personnel and any third parties, if applicable, to cause the foregoing Liabilities to be assumed by the Alpha Parties on terms no less favorable to the Alpha Parties than those that apply to the Generico Parties and to have the Generico Group fully released from such Liabilities. If any of the foregoing Liabilities cannot be assumed by the Alpha Parties and the Generico Group released therefrom for a reason beyond the control of the parties hereto, including the refusal of any such third party to consent to such an assumption and release, then the Alpha Parties shall reimburse the Generico Group for any such Liabilities paid by the Generico Group, in accordance with Section 7.03, as though it had been assumed and paid by New Alpha, LLC.

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