Abraxis BioScience (ABII)

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following is a description of certain transactions and relationships entered into or existing since January 1, 2008, between us and certain affiliated parties. Our audit committee has the authority to review and to approve all related party transactions. It is our practice to have all related party transactions approved by either our audit committee or an independent committee of the board.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following is a description of certain transactions and relationships entered into or existing during the fiscal year ended December 31, 2007 between us and certain affiliated parties. Our audit committee has the authority to review and to approve all related party transactions. It is our practice to have all related party transactions approved by either our audit committee or an independent committee of the board.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item will be contained in the Proxy Statement for our 2008 Annual Meeting of Stockholders and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following is a description of certain transactions and relationships entered into or existing during the fiscal year ended December 31, 2006 between Abraxis BioScience and certain affiliated parties. Our audit committee will have the authority to review and to approve all related party transactions. It is expected that our practice will be to have all related party transactions approved by either by our audit committee or an independent committee of the board. We believe that the terms of such transactions were no less favorable to Abraxis BioScience than could have been obtained from an unaffiliated party.

Aircraft Purchase and Sale Agreement

Our chief executive officer entered into an agreement on June 23, 2006 for the purchase of an aircraft for $46.5 million. On August 1, 2006, Old Abraxis’ board ratified the purchase. Under the agreement, the buyer had the right to a pre-purchase inspection of the aircraft and, based on the results of that inspection, to reject the aircraft, terminate the agreement and receive the deposit back. The only representations made by the seller under the agreement related to: (i) its organization and good standing; (ii) power and authority to enter into, and the enforceability of, the agreement; (iii) no conflicts with existing licenses, obligations and agreements; (iv) no outstanding taxes, duties, penalties or charges with respect to the aircraft; (v) title to the aircraft; and (vi) no litigation affecting the sale of the aircraft. The only representations made by the buyer under the agreement related to (i) power and authority to enter into, and the enforceability of, the agreement; (ii) no conflicts with existing licenses, obligations and agreements; and (iii) no litigation affecting the purchase of the aircraft.

Employment Agreements

Abraxis BioScience entered into employment agreements with Carlo Montagner and Lisa Gopala. See the discussion of these agreements under “Agreements with Our NEOs” and “Payments upon Termination”. We will assume these agreements in connection with the separation and related transactions.

Registration Rights

Pursuant to a registration rights agreement, Old Abraxis granted registration rights to the former ABI shareholders (including our Chief Executive Officer and entities affiliated with him) with respect to all 86,096,523 shares of Old Abraxis common stock they received in the 2006 Merger. Under the terms of the registration rights agreement, any securities issued or issuable in respect of Old Abraxis common stock (including our common stock) would have the benefits of the registration rights agreement. Accordingly, substantially concurrent with the distribution, we will enter into a new registration rights agreement with the former ABI shareholders containing provisions substantially identical to the registration rights agreement entered into in connection with the 2006 Merger.

These stockholders will have the right to require us to register all or a portion of the shares of our common stock they receive in the distribution. In addition, these stockholders may require us to include their shares in future registration statements that we file and may require us to register their shares for resale on a Form S-3 registration statement. Upon registration, the registered shares generally will be freely tradeable in the public market without restriction. However, in connection with any underwritten offering, the stockholders will agree to lock up any other shares for up to 90 days and will agree to a limit on the maximum number of shares that can be registered for the account of these holders under so-called “shelf” registration statements.

Except for underwriters discounts and commissions and certain marketing expenses, we will be obligated to pay all expenses for the first eight registration statements filed upon the request of a holder of registrable securities, and any other or additional expenses of registration are to be borne by the holders of registrable securities on a pro rata basis. These registration rights are subject to some conditions and limitations, among them the right of the underwriters of an offering to limit the number of shares included in registration. We will be obligated to indemnify the holders of these registration rights, and each selling holder will be obligated to indemnify us, against specified liabilities under the Securities Act of 1933, the Securities Exchange Act of 1934 and other applicable federal and state laws.

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