Abraxis BioScience (ABII)

the registration statement on Form 10 under the Exchange Act filed by us shall have been declared effective and no stop order relating to the registration statement shall be in effect;

no applicable laws shall have been adopted, promulgated or enforced by any governmental entity, and no injunction shall be in effect, having the effect of making the distribution or any material provision of the separation and distribution agreement illegal or otherwise prohibiting consummation of the distribution or the performance of any material provision of the separation and distribution agreement;

our common stock to be delivered in the distribution shall have been approved for listing on the Nasdaq Global Market;

all actions and filings with regard to state securities and “blue sky” laws of the United States (any comparable laws under any foreign jurisdictions) shall have been taken and, where applicable, have become effective or been accepted;

Abraxis BioScience shall have received a private letter ruling from the Internal Revenue Service ruling to the effect that (a) the holding company merger qualifies as a reorganization under Section 368(a)(1)(F) of the Internal Revenue Code and (b) the proprietary contribution, the cash contribution and the distribution qualify as a reorganization under Section 368(a)(1)(D) of the Internal Revenue Code, and subject to certain requirements under Section 355 of the Internal Revenue Code on which the Internal Revenue Service will not rule, the distribution qualifies for nonrecognition treatment under Sections 355(a) and 361(c) of the Internal Revenue Code;

Abraxis BioScience shall have received an opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to Abraxis BioScience, to the effect that certain requirements for tax-free treatment under Section 355 of the Internal Revenue Code on which the Internal Revenue Service will not rule should be satisfied;

each of the transaction agreements contemplated by the separation and distribution agreement shall have been entered into;

Abraxis BioScience shall have closed the debt financing of $1.0 billion and have entered into a $150 million revolving credit facility;

we shall have received a cash contribution from Abraxis BioScience in the approximate amount of $715 million;

opinions shall have been delivered to the boards of directors and similar governing bodies of certain of the parties with respect to solvency of (and related matters regarding) these parties; and

the boards of directors of the parties shall have approved the New APP LLC asset contribution, the New APP distribution, the cash contribution and the distribution, and shall not have determined that any events or developments shall have occurred to make it inadvisable to effect the New APP LLC asset contribution, the New APP distribution, the cash contribution and/or distribution.