Abraxis BioScience (ABII)

5.01 Defined Contribution Plans.

(a) Effective as of the Distribution Time, the Generico Group shall assume all Liabilities (including administrative responsibilities) under the Abraxis BioScience, Inc. Savings and Retirement Plan. For purposes of this Agreement, following such assumption, such plan shall be referred to as the “Generico Profit Sharing Plan.”

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(b) Establishment of New Alpha Defined Contribution Plan.

(i) Establishment of New Alpha Profit Sharing Plan. As soon as administratively practicable after the Distribution Time but in any event prior to the end of the term of the Transition Services Agreement, New Alpha shall (or shall cause another member of the Alpha Group to) adopt, and the active Alpha Employees shall be eligible to participate in, a defined contribution plan intended to be qualified under Section 401(a) of the Code and trust intended to be qualified under Section 501(a) of the Code (the “New Alpha Profit Sharing Plan”). Subject to the asset transfers described in Section 5.01(b)(ii), the Alpha Parties shall assume and thereafter be jointly and severally responsible for all then existing or future Liabilities on behalf of Alpha Personnel related to the New Alpha Profit Sharing Plan and the administration thereof and the Generico Parties shall not retain any such Liabilities. As soon as practicable after the adoption of the New Alpha Profit Sharing Plan, Alpha shall, to the extent applicable, submit an application to the IRS for a determination regarding the qualification of the New Alpha Profit Sharing Plan and shall take any actions not inconsistent with the other general commitments of the Alpha Parties contained in this Agreement and make any amendments necessary to receive a favorable determination letter.

(ii) Transfer of Account Balances. As soon as administratively practicable after the receipt of the determination letter referred to in Section 5.02(b)(i) (a copy of which shall be provided to Generico), the Alpha Parties and the Generico Parties shall cooperate to cause the Generico Profit Sharing Plan to transfer to the New Alpha Profit Sharing Plan assets having a value as of the applicable valuation date that are equal to the value of the account balances of, and Liabilities with respect to, all Alpha Personnel with account balances, whether or not vested, under the Generico Profit Sharing Plan as of such valuation date. Such transferred assets shall be as mutually agreed between New Alpha and Gholdco (provided, that (i) the parties shall endeavor to “map” the investments elected by the Alpha Personnel participating in the Generico Profit Sharing Plan to similar investments in the New Alpha Profit Sharing Plan, (ii) promissory notes for outstanding participant loans shall be transferred and (iii) if the New Alpha Profit Sharing Plan permits New Alpha Common Stock as an investment alternative, then any New Alpha Common Stock held in the accounts of the Alpha Personnel shall be transferred), and such asset transfer shall be in accordance with Section 414(l) of the Code. Liabilities with respect to the administration of any qualified domestic relations orders (as defined in Section 414(p) of the Code) received with respect to any assets transferred to the New Alpha Profit Sharing Plan shall be transferred to the Alpha Parties at the time such assets are transferred.

(iii) Past Service Credit and Vesting. With respect to all Alpha Employees and without duplication of benefits, the New Alpha Profit Sharing Plan shall (i) recognize, to the extent applicable, all service, compensation and other determinations that, at the Distribution Time, were recognized under the Generico Profit Sharing Plan for purposes of

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determining eligibility, participation, vesting, and determinations of the levels of benefits for Alpha Employees (provided, that service by the Alpha Personnel with the Alpha Group following the Distribution Time shall also be recognized by the New Alpha Profit Sharing Plan), and (ii) maintain the vesting schedule applicable under the Generico Profit Sharing Plan for accounts transferred from the Generico Profit Sharing Plan.

(iv) Elections and Designations. To the extent applicable, all participant elections and beneficiary designations made by the Alpha Personnel under the Generico Profit Sharing Plan shall be transferred to, and be in full force and effect under, the New Alpha Profit Sharing Plan until such participant elections and beneficiary designations are replaced or revoked by the Alpha Personnel who made the election or designation.

(v) Cessation of Participation in the Generico Profit Sharing Plan. Each member of the Alpha Group shall cease to be a participating employer in the Generico Profit Sharing Plan at the Distribution Time, and, except as provided in the Transition Services Agreement, participation in the Generico Profit Sharing Plan will cease for all Alpha Personnel no later than the end of the term of the Transition Services Agreement.

5.02 Further Cooperation. The Alpha Parties and the Generico Parties will cooperate in good faith in the filing of documents required by this Agreement to generally effect the purposes of this Agreement and to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to any of the Generico Employees.