Abraxis BioScience (ABII)

3.01 Assumption of Welfare Plans by the Generico Group; Cessation of Participation in Welfare Plans.

(a) Effective as of the Distribution Time, the Generico Group shall assume the Welfare Plans immediately prior to the Distribution Time that are sponsored by Alpha or any of its Subsidiaries (prior to such assumption, the “Alpha Welfare Plans”), including all Liabilities thereunder (following such assumption, the “Generico Welfare Plans”).

(b) Each member of the Alpha Group shall cease to be a participating employer in all Generico Welfare Plans at the Distribution Time, and participation in the Generico Welfare Plans will cease for all Alpha Personnel at the Distribution Time.

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3.02 New Alpha Welfare Plans. To the extent applicable to any Welfare Plans sponsored by any member of the Alpha Group in which Alpha Personnel commence to participate after the Distribution Time that provide benefits similar to the benefits that had been provided to such employees under an Alpha Welfare Plan immediately prior to the Distribution Time (each, a “New Alpha Welfare Plan”), New Alpha, LLC shall use its reasonable best efforts to cause the New Alpha Welfare Plans to recognize all coverage and contribution elections made by Alpha Personnel under the Generico Welfare Plans in effect for the period immediately prior to the commencement of participation and shall apply such elections under the New Alpha Welfare Plans for the remainder of the period or periods for which such elections are by their terms applicable. New Alpha, LLC shall cause all beneficiary designations made by Alpha Personnel under the Generico Welfare Plans to the extent applicable, to be transferred to, and be in full force and effect under, the New Alpha Welfare Plans until such beneficiary designations are replaced or revoked by the Alpha Personnel who made the beneficiary designation.