Abraxis BioScience (ABII)

DEFINITIONS

“Accrued Compensation” shall mean (i) all base salary and vacation pay accrued through the Termination Date and (ii) reimbursement for reasonable and necessary expenses incurred by Executive on behalf of the Company during the period ending on the Termination Date.

“Base Amount” shall mean the amount of Executive’s annual base salary at the highest base salary in effect during the one year period ending on the Termination Date.

“Board” shall mean the Board of Directors of Parent.

“Cause” shall mean any of the following (i) Executive commits a material breach of this Agreement, the Confidentiality Agreement, or any policy of the Company, which breach is not cured to the satisfaction of the Company within twenty (20) days after written notice to Executive from the Company; (ii) Executive fails (other than a failure resulting from a Disability) to substantially perform his duties hereunder, or to implement or follow a lawful policy or directive of the Company, and such failure continues for a period of twenty (20) days after written notice to Executive from Company; (iii) Executive is indicted for a crime involving dishonesty, breach of trust, physical harm to any person or serious moral turpitude, (iv) Executive engages in dishonesty, gross negligence or willful misconduct in the performance of his duties, as reasonably determined by the Company, (v) Executive engages in conduct which is materially injurious to the Company (monetarily or otherwise) or which constitutes a material violation of federal or state law relating to the Company or its business.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Disability” means (i) Executive becomes eligible for the Company’s long term disability benefits or (ii) in opinion of the Company, Executive has been unable to carry out the responsibilities and functions of the position held by Executive by reason of any physical or mental impairment for more than ninety consecutive days or more than one hundred and twenty days in any twelve-month period.

“Good Reason” means, without Executive’s express written consent, the occurrence of any of the following circumstances: (i) there is a change in Executive’s status or responsibilities which represents a material and adverse change from Executive’s overall status or responsibilities, taken as a whole; or (ii) Executive is required to be based at any place outside a fifty (50) mile radius from Los Angeles, California without his written consent, except for travel that is reasonably necessary in connection with the Company’s business; (iii) a reduction in Executive’s Base Salary or benefits (unless such reduction applies similarly to all other officers of the Company); or (iv) any failure by a Successor to assume and agree to perform the Company’s obligations hereunder.

“Sale Transaction” shall mean (i) a transaction (including a stock sale, merger, consolidation, reorganization or recapitalization) pursuant to which the holders of the voting capital stock of the Company immediately prior to such transaction (or their affiliates) cease to beneficially own more than fifty percent (50%) of voting capital stock of the Company or its successor (or, if there

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is a parent of the Company following such transaction, of the ultimate parent) immediately following such transaction, (ii) a transaction (including a merger, consolidation, reorganization or recapitalization) pursuant to which the holders of the voting capital stock of Parent immediately prior to such transaction (or their affiliates) cease to beneficially own more than fifty percent (50%) of voting capital stock of Parent or its successor (or, if there is a parent of Parent following such transaction, of the ultimate parent) immediately following such transaction or (iii) the Company sells all or substantially all of its assets to a third party.

“Section 409A” shall mean Section 409A of the Code, together with and the related final regulations thereunder and other guidance relating thereto.

“Section 409A Limit” shall mean payments that qualify under Treasury Regulations 1.409A-1(b)(9)(v)(C) and (D) as not providing for a “deferral of compensation” under Section 409A.

“Successor” shall mean the successor or transferee in a Sale Transaction.

“Severance Bonus Amount” shall mean (i) if the Termination Date occurs prior to the payment to Executive of the annual incentive payment under the Company’s cash bonus incentive plan with respect to 2008, an amount equal to his Target Bonus for 2008, pro rated over the number of days of employment in the calendar year in which the Termination Date occurs, or (ii) if the Termination Date occurs after the payment to Executive of the annual incentive payment under the Company’s cash bonus incentive plan with respect to 2008 (but prior to the payment with respect to 2009), an amount equal to such payment, pro rated over the number of days of employment in the calendar year in which the Termination Date occurs or (iii) if the Termination Date occurs after the payment to Executive of the annual incentive payment under the Company’s cash bonus incentive plan with respect to 2009, an amount equal to the average of the last two annual incentive payments paid or payable to Executive prior to the Termination Date, pro rated over the number of days of employment in the calendar year in which the Termination Date occurs.

“Severance Period” shall mean the period commencing on the Termination Date and ending on the twelve month anniversary of such Termination Date.

“Termination Date” means the date on which Executive’s employment is terminated pursuant to Section 6 hereof.

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EXHIBIT B

DEFINITIONS

“Accrued Compensation” shall mean (i) all base salary and vacation pay accrued through the Termination Date and (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date.

“Base Amount” shall mean the amount of Executive’s annual base salary at the highest base salary in effect during the one year period ending on the Termination Date.

“Board” shall mean the Board of Directors of the Parent.

“Cause” shall mean any of the following (i) Executive commits a material breach of this Agreement, the Confidentiality Agreement, or any policy of the Company; which breach is not cured to the satisfaction of the Board within twenty days after written notice to Executive from the Company; (ii) the Executive fails (other than a failure resulting from a Disability) to substantially perform his duties hereunder, or to implement or follow a lawful policy or directive of the Company, and such failure continues for a period of twenty days after written notice to Executive from Company; (iii) the Executive is indicted for a crime involving dishonesty, breach of trust, physical harm to any person or serious moral turpitude, (iv) the Executive engages in dishonesty, gross negligence or willful misconduct in the performance of his duties, as reasonably determined by the Board, (v) the Executive engages in conduct which is materially injurious to the Company (monetarily or otherwise) or which constitutes a material violation of federal or state law relating to the Company or its business.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Common Stock” shall mean the Company’s Common Stock.

“Disability” means (i) the Executive becomes eligible for the Company’s long term disability benefits or (ii) in opinion of the Board, Executive has been unable to carry out the responsibilities and functions of the position held by Executive by reason of any physical or mental impairment for more than ninety consecutive days or more than one hundred and twenty days in any twelve-month period.

“Good Reason” means, without the Executive’s express written consent, the occurrence of any of the following circumstances: (i) there is a change in the Executive’s status or responsibilities which represents a material and adverse change from the Executive’s overall status or responsibilities, taken as a whole; or (ii) the Executive is required to be based at any place outside a fifty (50) mile radius from Los Angeles, California without his written consent, except for travel that is reasonably necessary in connection with the Company’s business; (iii) a reduction in the Executive’s Base Salary or benefits (unless such reduction applies similarly to all other officers of the Company); or (iv) any failure by a Successor to assume and agree to perform the Company’s obligations hereunder.

“Parent” shall mean Abraxis BioScience, Inc., a Delaware corporation.

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“Sale Transaction” shall mean (i) a transaction (including a stock sale, merger, consolidation, reorganization or recapitalization) pursuant to which the holders of the voting capital stock of the Company immediately prior to such transaction (or their affiliates) cease to beneficially own more than fifty percent (50%) of voting capital stock of the Company or its successor (or, if there is a parent of the Company following such transaction, of the ultimate parent) immediately following such transaction, (ii) a transaction (including a merger, consolidation, reorganization or recapitalization) pursuant to which the holders of the voting capital stock of the Parent immediately prior to such transaction (or their affiliates) cease to beneficially own more than fifty percent (50%) of voting capital stock of the Parent or its successor (or, if there is a parent of the Parent following such transaction, of the ultimate parent) immediately following such transaction ,(iii) the Company sells all or substantially all of its assets to a third party.

DEFINITIONS

1.1 Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Gholdco Services” shall mean the Services identified in Exhibit B.

“New Alpha Services” shall mean the Services identified in Exhibit A.

“Service” shall mean, as applicable, a service included in the Gholdco Services or New Alpha Services. Each service for which there is a separate itemized price in Exhibit A or Exhibit B shall be considered a separate Service.

1.2 Other Terms. Except as otherwise defined herein, all other capitalized terms used in this Agreement shall have the same meanings given to such terms in the Separation Agreement.

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ARTICLE II

DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings set forth in the Separation and Distribution Agreement. For purposes of this Agreement, except as provided in Section 4.04, references to “Alpha” shall be deemed to refer to New Alpha, LLC and, as applicable, its predecessor Old Abraxis.

1.01 “Alpha Common Stock” means the common stock, $0.001 par value per share, of Old Abraxis.

1.02 “Alpha Director” means each current or former member of the Board of Directors of Alpha immediately prior to the Distribution Time.

1.03 “Alpha Employee” means each individual who, immediately prior to the Distribution Time, is either actively employed by, or on an approved leave of absence (including short- or long-term disability leave) from, New Alpha or any of its Subsidiaries and whose employment primarily relates to the Alpha Business. The term “Alpha Employee” shall also include any individual designated as an Alpha Employee by mutual agreement of the parties hereto.

1.04 “Alpha Independent Contractor” means each independent contractor whose services primarily relate to the Alpha Business.

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1.05 “Alpha Option” means an option to acquire shares of Alpha Common Stock granted pursuant to an Alpha Option Plan.

1.06 “Alpha Option Plan” means the American Pharmaceutical Partners, Inc. 2001 Stock Incentive Plan and the American Pharmaceutical Partners, Inc. 1997 Stock Option Plan.

1.07 “Alpha Personnel” means the Alpha Employees and the Former Alpha Employees. Except where context dictates otherwise, references to the Alpha Personnel shall be deemed to include references to the estates, legal representatives, dependents and beneficiaries of the Alpha Personnel.

1.08 “Alpha Restricted Stock Unit” means each restricted stock unit denominated in shares of Alpha Common Stock granted under the American BioScience, Inc. Restricted Stock Unit Plan I, the American BioScience, Inc. Restricted Stock Unit Plan II and the American Pharmaceutical Partners, Inc. 2001 Stock Incentive Plan.

1.09 “Benefit Plans” means, collectively, the Pension Plans, the Welfare Plans and the Non-ERISA Benefit Arrangements (including, for avoidance of doubt, the Non-U.S. Benefit Plans).

1.10 “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Part 6 of Subtitle B of Title I of ERISA and at Section 4980B of the Code.

1.11 “Code” means the U.S. Internal Revenue Code of 1986, as amended.

1.12 “Employee Agreement” means those agreements to which the Alpha Personnel or the Generico Personnel, on the one hand, and Gholdco or any of its Subsidiaries, on the other hand, are parties that contain confidentiality, noncompetition, nonsolicitation, assignment of inventions or other similar covenants, but shall not include any Employment Agreement.

1.13 “Employment Agreement” means any agreement to which the Alpha Personnel or the Generico Personnel, on the one hand, and Gholdco or any of its Subsidiaries, on the other hand, are parties to the extent guaranteeing or otherwise agreeing to wages, salary, bonuses, severance payments or other benefits or forms of compensation.

1.14 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §1001, et seq.

1.15 “Former Alpha Employee” means each individual whose employment with Alpha and its Subsidiaries was terminated prior to the Distribution Time and whose employment, at the time of his or her separation from service, primarily related to the Alpha Business as determined in accordance with Section 2.01(b).

1.16 “Former Generico Employee” means each individual whose employment with Alpha and its Subsidiaries was terminated prior to the Distribution Time and whose employment, at the time of his or her separation from service, primarily related to the Generico Business as determined in accordance with Section 2.01(b).

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1.17 “Generico Contribution” has the meaning set forth in the Separation and Distribution Agreement.

1.18 “Generico Employee” means each individual who, immediately prior to the Distribution Time, is either actively employed by, or on an approved leave of absence (including short- or long-term disability leave) from, Alpha or any of its Subsidiaries and whose employment primarily relates to the Generico Business. The term “Generico Employee” shall also include any individual designated as a Generico Employee by mutual agreement of the parties hereto.

1.19 “Generico Independent Contractor” means each individual or personal services corporation providing independent contractor services to Alpha or any of its Subsidiaries and whose services primarily relate to the Generico Business.

1.20 “Generico Personnel” means the Generico Employees and the Former Generico Employees. Except where context dictates otherwise, references to the Generico Personnel shall be deemed to include references to the estates, legal representatives, dependents and beneficiaries of the Generico Personnel.

1.21 “Gholdco Director” means any Alpha Director who is a director of Gholdco immediately after the Distribution Time.

1.22 “Gholdco Option” means an option to acquire shares of Gholdco Common Stock converted from an Alpha Option, as provided in Section 4.04(a).

1.23 “Gholdco Restricted Stock Unit” means a restricted stock unit denominated in shares of Gholdco Common Stock converted from an Alpha Restricted Stock Unit as provided in Section 4.04(c)(i) or (iii).

1.24 “IRS” means the U.S. Internal Revenue Service.

1.25 “Jointly Employed Employee” means the individuals who Gholdco and New Alpha determine will be employed, immediately following the Distribution Time, by a member of the Alpha Group and a member of the Generico Group. The parties agree that the sole Jointly Employed Employees will be Patrick Soon-Shiong and Lisa Gopala.

1.26 “New Alpha Director” means any Alpha Director who is a director of New Alpha immediately after the Distribution Time.

1.27 “New Alpha Option” means an option to acquire shares of New Alpha Common Stock converted from an Alpha Option, as provided in Section 4.04(b).

1.28 “New Alpha Restricted Stock Unit” means a restricted stock unit denominated in shares of New Alpha Common Stock converted from a Alpha Restricted Stock Unit, as provided in Section 4.04(c)(ii) or (iv).

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1.29 “Non-ERISA Benefit Arrangement” means each contract, agreement, policy, practice, program, plan, trust or arrangement of Gholdco or any of its Subsidiaries, other than a Pension Plan or Welfare Plan, providing for benefits, perquisites or compensation of any nature to the Alpha Personnel or the Generico Personnel, including, without limitation severance, tuition reimbursement, supplemental unemployment, vacation, sick, personal or bereavement days, holidays, bonus, stock-based compensation or other forms of incentive compensation.

1.30 “Non-U.S. Benefit Plan” means each employee benefit plan, policy, program or arrangement sponsored or maintained by the Alpha Group or the Generico Group that is sponsored or maintained primarily for the benefit of employees located outside of the United States.

1.31 “Pension Plan” means any pension plan (as defined in section 3(2) of ERISA).

1.32 “Transition Services Agreement” means the Transition Services Agreement, dated as of the date hereof, between New Alpha and Gholdco.

1.33 “U.S.” means the United States of America.

DEFINITIONS

SECTION 1.01. General. Capitalized terms used in this Agreement have the meanings set forth in this Agreement, or, when not so defined, in the Separation Agreement. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Affiliate” has the meaning set forth in the Separation Agreement.

“Affiliated Group” has the meaning set forth in the first recital.

“Agreement” means this Tax Allocation Agreement as the same may be amended from time to time.

“Alpha” has the meaning set forth in the first recital.

“Alpha Business” has the meaning set forth in the Separation Agreement.

“Alpha Group” means New Alpha, New Alpha, LLC and the Alpha Subsidiaries.

“Alpha Indemnified Parties” has the meaning set forth in the Separation Agreement.

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“Alpha Merger” has the meaning set forth in the second recital.

“Alpha Parties” has the meaning set forth in the preamble.

“Alpha Separate Group Basis” means, in the case of any Covered Group Return, the amount of Covered Group Taxes for such Covered Group Return that would have been due if the underlying Covered Group conducted solely the Alpha Business and did not conduct the Generico Business and was computed (i) by taking into account elections and accounting methods actually used in computing the Covered Group Taxes for such Covered Group Return and (ii) with such other adjustments as are contemplated by this Agreement.

“Alpha Subsidiary” means each direct and indirect Subsidiary of Alpha immediately after the Distribution.

“Alpha Taxes” means all Taxes to the extent related to the Alpha Business. The amount of Alpha Taxes for the 2007 taxable year shall be deemed to be zero.

“Claim” has the meaning set forth in Section 3.03.

“Code” has the meaning set forth in the first recital.

“Combined Return” has the meaning set forth in Section 2.14.

“Controlling Party” means the party described as the Controlling Party in accordance with Section 3.01.

“Covered Group” means, the group of Persons that join in the filing of a Covered Group Return.

“Covered Group Return” means any Tax Return (including any consolidated, combined, or unitary Tax Return) that includes both Alpha Taxes and Generico Taxes for a period that ends prior to or includes the Distribution Date.

“Covered Group Taxes” means any Taxes reportable on a Covered Group Return.

“Debt Financing” has the meaning set forth in the fifth recital.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Filing Party” has the meaning set forth in Section 2.09.

“Final Determination” means with respect to any issue (a) a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order has become final and not subject to further appeal, (b) a closing agreement (whether or not entered into under Section 7121 of the Code) or any other binding settlement agreement (whether or not with the IRS) entered into in connection with or in contemplation of an administrative or judicial proceeding, (c) the completion of the highest level of administrative proceedings if a judicial contest is not or is no longer available, or (d) any other final disposition, including by reason of the expiration of the applicable statute of limitations.

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“Generico” has the meaning set forth in the preamble.

“Generico Business” has the meaning set forth in the Separation Agreement.

“Generico Group” means Gholdco, Generico and the Generico Subsidiaries.

“Generico Indemnified Parties” has the meaning set forth in the Separation Agreement.

“Generico Parties” has the meaning set forth in the preamble.

“Generico Subsidiary” means each direct and indirect Subsidiary of Generico other than a member of the Alpha Group.

“Generico Tainting Act” means:

(a) any action (or failure to take any reasonably available action) after the Distribution Date by any of the Generico Parties or any Affiliate of the Generico Parties other than an action contemplated by any of the Transaction Agreements;

(b) any acquisition or other transaction involving the equity of any member of the Generico Group (other than the distribution of the New Alpha Common Stock in the Share Distribution); or

(c) any Prohibited Act performed by any of the Generico Parties or any Affiliate of the Generico Parties;

“Generico Taxes” means all Taxes to the extent related to the Generico Business.

“Gholdco” has the meaning set forth in the preamble.

“Gholdco Common Stock” has the meaning set forth in the second recital.

“Governmental Entity” has the meaning set forth in the Separation Agreement.

“Income Tax” means any Tax measured by or imposed on or in lieu of net income.

“Income Tax Return” means any Tax Return relating to Income Taxes.

“Indemnifiable Losses” has the meaning set forth in the Separation Agreement.

“Indemnified Parties” has the meaning set forth in Section 3.02(b).

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“Independent Firm” has the meaning set forth in Article VI.

“IRS” means the United States Internal Revenue Service.

“Liable Party” has the meaning set forth in Section 2.09.

“New Alpha” has the meaning set forth in the preamble.

“New Alpha Common Stock” has the meaning set forth in the fourth recital.

“New Alpha, LLC” has the meaning set forth in the preamble.

“Person” has the meaning set forth in the Separation Agreement.

“Post-Distribution Period” means any Taxable year or other Taxable period beginning after the Distribution Date and, in the case of any Taxable year or other Taxable period that begins on or before and ends after the Distribution Date, that part of the Taxable year or other Taxable period that begins at the beginning of the day after the Distribution Date.

“Pre-Distribution Period” means any Taxable year or other Taxable period that ends on or before the close of the Distribution Date and, in the case of any Taxable year or other Taxable period that begins on or before and ends after the Distribution Date, that part of the Taxable year or other Taxable period through the close of the Distribution Date.

“Prior Payments” means, for any type of Tax Return and any Taxable year, all payments previously made to a Governmental Entity in respect of such Tax Return for such Taxable year and the amount of any overpayment for a prior Taxable period that is creditable against the liability reportable on such Tax Return for such Taxable year.

“Private Letter Ruling” has the meaning set forth in the Separation Agreement.

“Prohibited Acts” has the meaning specified in Section 4.02(a).

“Restricted Period” has the meaning specified in Section 4.02(a).

“Restructuring Taxes” means any Taxes (and other liabilities, including, without limitation, liability to stockholders and the costs of defending against the imposition of such Taxes and other liabilities) of any member of the Generico Group or the Alpha Group arising from or attributable to one or more of the Transactions, including but not limited to (a) any failure of the Share Distribution to constitute a tax-free distribution under Section 355 and Section 368(a)(1)(D) of the Code, or (b) any failure of any stock of New Alpha to qualify as “qualified property” within the meaning of Section 355(c)(2) or Section 361(c)(2) of the Code because of the application of Section 355(d) or Section 355(e) of the Code to the Share Distribution.

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“Ruling Request” means the ruling request and any other materials (including the attachments and supplemental submissions to the IRS) delivered or deliverable by the Alpha Parties and others in connection with the issuance by the IRS of the Private Letter Ruling.

“Separation Agreement” has the meaning set forth in the fourth recital.

“Share Distribution” has the meaning set forth in the fourth recital.

“Straddle Period” has the meaning set forth in Section 2.05.

“Subsidiary” means, when used with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

“Tax” (and, with correlative meaning, “Taxes” and “Taxable”) has the meaning set forth in the Separation Agreement.

“Tax Carryover Attribute” has the meaning specified in Section 2.08.

“Tax Liability Issue” has the meaning set forth in Section 3.02(b).

“Tax Return” means any return, report or similar statement filed or required to be filed with respect to any Tax (including any attached schedules), including, without limitation, any information return, claim for refund, amended return or declaration of estimated Tax.

“Transaction Taxes” has the meaning set forth in Section 2.04(b).

DEFINITIONS

Section 1.01. Definitions.

(a) As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

DEFINITIONS

“Accredited Investor” (as defined in Rule 501) means any person who comes within any of the following categories, at the time of the sale of the securities to that person:

“United States” means and includes the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

“U.S. Person” means: (i) a natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U.S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any nondiscretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated and (if an individual) resident in the United States; and (viii) a corporation or partnership organized under the laws of any foreign jurisdiction and formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts).

“Non-U.S. Person” means any person who is not a U.S. Person or is deemed not to be a U.S. Person under Regulation S.