Abraxis BioScience (ABII)

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discusses the material U.S. federal income tax consequences of the holding company merger, the distribution and related transactions. This discussion is based on the Internal Revenue Code, Treasury regulations promulgated under the Internal Revenue Code, and judicial and administrative interpretations thereof, all as in effect as of the date of this information statement, and all of which are subject to change at any time, possibly with retroactive effect. The discussion assumes that the holding company merger, the distribution and related transactions will be consummated in accordance with the separation and distribution agreement, and that the conditions of the parties to the consummation of such transactions will be satisfied and not waived by the parties as further described in this information statement. This is not a complete description of all of the consequences of the holding company merger, the distribution or related transactions and, in particular, may not address U.S. federal income tax considerations applicable to stockholders of Old Abraxis, Abraxis BioScience, New APP or New Abraxis subject to special treatment under U.S. federal income tax law. Stockholders subject to special treatment include, for example, financial institutions, dealers in securities, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt entities, partnerships and other pass-through entities, and holders who hold Old Abraxis common stock, Abraxis BioScience common stock, New APP common stock or New Abraxis common stock as part of a “hedge,” “straddle,” “conversion” or “constructive sale” transaction. For purposes of this information statement, a U.S. holder means a stockholder of Old Abraxis, Abraxis BioScience, New APP or New Abraxis, as the case may be, other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes, that for U.S. federal income tax purposes is:

This discussion does not address the U.S. federal income tax consequences to stockholders of Old Abraxis, Abraxis BioScience, New APP or New Abraxis who are not U.S. holders or who do not hold Old Abraxis common stock, Abraxis BioScience common stock, New APP common stock or New Abraxis common stock as a capital asset. No information is provided in this information statement with respect to the tax consequences of the holding company merger, the distribution or related transactions under applicable foreign, state or local laws.