Abraxis BioScience (ABII)

NEW ABRAXIS, INC.

New Abraxis, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

1. That the name of the Corporation is New Abraxis, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 18, 2007.

2. That the Board of Directors of New Abraxis, Inc. approved and adopted resolutions setting forth the proposed amendment and restatement of the Certificate of Incorporation of the Corporation, filed with the minutes of the Corporation, and declaring said amendment and restatement to be advisable. The resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of the Corporation be, and it hereby is, amended and restated in its entirety to read as set forth in the attached Amended and Restated Certificate of Incorporation.

3. That thereafter, the sole stockholder of the Corporation approved such amendment and restatement in accordance with Section 228 of the General Corporation Law of the State of Delaware (“DGCL”).

4. That said amendment and restatement was duly adopted in accordance with the provisions of Sections 242 and 245 of DGCL. This Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation as follows in the attached Exhibit A.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer, this 9^th day of November, 2007.

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NEW ABRAXIS, INC.

It is hereby certified that:

1. The name of the corporation is New Abraxis, Inc. (the “Corporation”).

2. The amendment to the Amended and Restated Certificate of Incorporation effected by this Certificate of Amendment is as follows:

Article 1 of the Amended and Restated Certificate of Incorporation is hereby deleted in its entirety with the following substituted therefor:

“The name of the corporation is Abraxis BioScience, Inc. (the “Corporation”).”

The aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WEREOF, NEW ABRAXIS, INC. has caused this Certificate to be signed by Lisa Gopala, its Assistant Secretary, this 13^th day of November, 2007.

NEW ABRAXIS, INC.

Dear New Abraxis, Inc. Stockholder:

We are very pleased to welcome you as a stockholder of New Abraxis, Inc.

New Abraxis is one of the few fully integrated biotechnology companies, with a breakthrough marketed product (Abraxane^®), global ownership of its proprietary technology platform and pipeline, dedicated nanoparticle manufacturing capabilities for worldwide supply integrated with seasoned in-house capabilities, including discovery, clinical drug development, regulatory and sales and marketing. With 2007 revenues expected to approach $300 million, an anticipated capital infusion of approximately $715 million, a deep clinical pipeline with current annual global market size exceeding $5 billion, and the anticipated near-term global launch of Abraxane^®, New Abraxis is positioned to emerge as a leading global biotechnology company with sustainable high growth and value creation for its stockholders.

New Abraxis is dedicated to the discovery, development and delivery of next-generation therapeutics and core technologies that offer patients safer and more effective treatments for cancer and other critical illnesses. New Abraxis’ portfolio includes the world’s first and only protein-based nanoparticle chemotherapeutic compound (Abraxane^®) which is based on its proprietary tumor targeting technology known as the nab^™ technology platform. This nab^™ technology platform is the first to exploit the tumor’s biology against itself, taking advantage of an albumin-specific, receptor-mediated transport system and allowing the delivery of a drug from the vascular space across the blood vessel wall to the underlying tumor tissue. Abraxane^® is the first clinical and commercial validation of this nab^™ technology platform. From the discovery and research phase to development and commercialization, New Abraxis is committed to rapidly enhancing its product pipeline and accelerating the delivery of breakthrough therapies that will transform the lives of patients who need them.

We are very excited about our prospects and believe we will be even better positioned to realize growth opportunities as an independent company. Looking forward, we intend to continue to execute our strategies of growing our proprietary products business and enhancing our pipeline of products.

The shares of New Abraxis common stock have been approved for listing on the Nasdaq Global Market under the symbol “ABII.” Following the separation and related transactions, New Abraxis will change its name to “Abraxis BioScience, Inc.”

You are invited to learn more about our company by reading the enclosed information statement. On behalf of our board of directors, management team and employees, I thank you in advance for your support as we focus on delivering long-term stockholder value as an independent publicly-traded company.

Sincerely,

Patrick Soon-Shiong, M.D.

Chairman and Chief Executive Officer

November 7, 2007

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