Abraxis BioScience (ABII)

4.04 Equity Compensation Plans.

(a) Alpha Options Held by Generico Personnel and Gholdco Directors. Each Alpha Option held by any of the Generico Personnel or Gholdco Directors that is outstanding immediately before the Distribution Time shall be converted at the Distribution Time into a Gholdco Option. Immediately following the Distribution Time, each Gholdco Option shall have the same terms and conditions as applied to the corresponding Alpha Option to which it relates immediately prior to the Alpha Merger and shall continue to be subject to the terms and conditions provided in the applicable Alpha Option Plan and the applicable grant agreements (including, without limitation, any rights of Gholdco with respect to such Gholdco Options contained therein). New Alpha, Gholdco and New Alpha, LLC shall take such actions as may be necessary to effectuate the provisions of this Section 4.04(a). For the avoidance of doubt, at no time will an Old Abraxis Option be deemed to relate to New Alpha, LLC. The conversion referred to above shall be effected in accordance with the principles set forth in Exhibit A hereto, but notwithstanding the foregoing or anything to the contrary herein or on Exhibit A, the modification of the Gholdco Options pursuant to this Section 4.04(a) shall be consistent with Section 424 of the Code and the regulations issued thereunder, if applicable, and Section 409A of the Code and the regulations issued thereunder and shall comply with all Applicable Laws.

(b) Alpha Options Held by Alpha Personnel and New Alpha Directors. Each Alpha Option held by any of the Alpha Personnel or New Alpha Directors that is outstanding immediately before the Distribution Time shall be converted at the Distribution Time into a New Alpha Option. Immediately following the Distribution Time, each New Alpha Option shall have the same terms and conditions as applied to the corresponding Alpha Option to which it relates immediately prior to the Alpha Merger and shall continue to be subject to the terms and conditions provided in the applicable Alpha Option Plan and the applicable grant agreements (including, without limitation, any rights of New Alpha with respect to such New Alpha Options contained therein). New Alpha, Gholdco and New Alpha, LLC shall each take such actions as may be necessary to effectuate the provisions of this Section 4.04(b). For the avoidance of doubt, at no time will an Old Abraxis Option be deemed to pertain to New Alpha, LLC. The conversion referred to above shall be effected in accordance with the principles set forth on Exhibit A hereto, and notwithstanding the foregoing or anything to the contrary herein or on Exhibit A, shall be consistent with Section 424 of the Code and the regulations issued thereunder, if applicable, and Section 409A of the Code and the regulations issued thereunder and shall comply with all Applicable Laws.

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(c) Restricted Stock Units.

(i) Each Alpha Restricted Stock Unit subject to the American Pharmaceutical Partners, Inc. 2001 Stock Incentive Plan (the “2001 Plan”) held by Generico Employees that is outstanding immediately before the Distribution Time shall be converted at the Distribution Time into a Gholdco Restricted Stock Unit. Immediately following the Distribution Time, each Gholdco Restricted Stock Unit shall have the same terms and conditions as applied to the corresponding Alpha Restricted Stock Unit to which it relates immediately prior to the Alpha Merger and shall continue to be subject to the terms and conditions provided in the 2001 Plan and the applicable grant agreements (including, without limitation, any rights of Gholdco with respect to such Gholdco Restricted Stock Units contained therein). New Alpha, Gholdco and New Alpha, LLC shall take such actions as may be necessary to effectuate the provisions of this Section 4.04(c)(i). For the avoidance of doubt, at no time will an Alpha Restricted Stock Unit be deemed to pertain to New Alpha, LLC. The conversion referred to above shall be effected in accordance with the principles set forth on Exhibit A hereto, and notwithstanding the foregoing or anything to the contrary herein or on Exhibit A shall be consistent with Section 409A of the Code and the regulations issued thereunder and shall comply with all Applicable Laws.

(ii) Each Alpha Restricted Stock Unit subject to the 2001 Plan held by Alpha Employees that is outstanding immediately before the Distribution Time shall be converted at the Distribution Time into a New Alpha Restricted Stock Unit. Immediately following the Distribution Time, each New Alpha Restricted Stock Unit shall have the same terms and conditions as applied to the corresponding Alpha Restricted Stock Unit to which it relates immediately prior to the Alpha Merger and shall continue to be subject to the terms and conditions provided in the 2001 Plan and the applicable grant agreements (including, without limitation, any rights of New Alpha with respect to such New Alpha Restricted Stock Units contained therein). New Alpha, Gholdco and New Alpha, LLC shall each take such actions as may be necessary to effectuate the provisions of this Section 4.04(c)(ii). For the avoidance of doubt, at no time will any Alpha Restricted Stock Unit be deemed to relate to New Alpha, LLC. The conversion referred to above shall be effected in accordance with the principles set forth on Exhibit A hereto and notwithstanding the foregoing or anything to the contrary herein or on Exhibit A, shall be consistent with Section 409A of the Code and the regulations issued thereunder and shall comply with all Applicable Laws.

(iii) Each Alpha Restricted Stock Unit subject to the American BioScience, Inc. Restricted Stock Unit Plan I (“Plan I”) or the American BioScience, Inc. Restricted Stock Unit Plan II (“Plan II”) held by a Generico Employee that is outstanding immediately before the Distribution Time shall be converted at the Distribution Time into a Gholdco Restricted Stock Unit. Immediately following the Distribution Time, each Gholdco Restricted Stock Unit shall have the same terms and conditions as applied to the corresponding Alpha Restricted Stock Unit to which it relates immediately prior to the Alpha Merger and shall continue to be subject to the terms and conditions provided in Plan I or Plan II, as applicable, and the applicable grant agreements (including, without limitation, any rights of Gholdco with respect to such

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Gholdco Restricted Stock Unit contained therein). Gholdco, New Alpha and New Alpha, LLC shall take such actions as may be necessary to effectuate the provisions of this Section 4.04(c)(iii). For the avoidance of doubt, at no time will an Alpha Restricted Stock Unit be deemed to pertain to New Alpha, LLC. The conversion referred to above shall be effected in accordance with the principles set forth on Exhibit A hereto, but notwithstanding the foregoing or anything to the contrary herein or on Exhibit A, shall be consistent with Section 409A of the Code and the regulations issued thereunder and shall comply with all Applicable Laws.

(iv) Each Alpha Restricted Stock Unit subject to Plan I or Plan II held by an Alpha Employee that is outstanding immediately before the Distribution Time shall be converted at the Distribution Time into a New Alpha Restricted Stock Unit. Immediately following the Distribution Time, each New Alpha Restricted Stock Unit shall have the same terms and conditions as applied to the corresponding Alpha Restricted Stock Unit to which it relates immediately prior to the Alpha Merger and shall continue to be subject to the terms and conditions provided Plan I or Plan II, as applicable, and the applicable grant agreements (including, without limitation, any rights of New Alpha with respect to such New Alpha Restricted Stock Unit contained therein). New Alpha, New Alpha, LLC and Gholdco shall each take such actions as may be necessary to effectuate the provisions of this Section 4.04(c)(iv). For the avoidance of doubt, at no time will an Alpha Restricted Stock Unit be deemed to pertain to New Alpha, LLC. The conversion referred to above shall be effected in accordance with the principles set forth on Exhibit A hereto, but notwithstanding the foregoing or anything to the contrary herein or on Exhibit A, shall be consistent with Section 409A of the Code and the regulations issued thereunder and shall comply with all Applicable Laws.

(d) Registration Statements. Each of Gholdco and New Alpha shall, by the first business day following the day on which the Distribution Time occurs, file with the Securities and Exchange Commission a registration statement on Form S-8 (or successor form), or an amendment to an existing Form S-8, with respect to the Gholdco Common Stock and New Alpha Common Stock to be issued upon exercise or settlement (as applicable) of the Gholdco Options, Gholdco Restricted Stock Units, New Alpha Options and New Alpha Restricted Stock Units and shall use its reasonable best efforts to maintain the effectiveness of such registration statement (and to maintain the current status of the prospectus or prospectuses contained therein and to comply with an applicable state securities or “blue sky” laws) for so long as such awards remain outstanding.