ABII » Topics » PART IV

These excerpts taken from the ABII 10-K filed Apr 30, 2009.

PART III

 

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following sets forth certain information with respect to our directors and executive officers as of April 30, 2009:

 

Name

  

Age

  

Position(s)

Patrick Soon-Shiong, M.D.

   56   

Executive Chairman and Chief Executive Officer of Abraxis Health

Leon (Lonnie) O. Moulder, Jr.

   51   

Vice Chairman and President and Chief Executive Officer

Kirk K. Calhoun

   65   

Director

David S. Chen, Ph.D.

   60   

Director

Stephen D. Nimer, M.D.

   55   

Director

Leonard Shapiro

   80   

Director

Edward Geehr

   60   

Executive Vice President of Operations

David O’Toole

   50   

Executive Vice President and Chief Financial Officer

Bruce Wendel

   55   

Executive Vice President, Corporate Operations and Development

Patrick Soon-Shiong, M.D. has served as our executive chairman and chief executive officer of Abraxis Health since April 2009. Prior to that, Dr. Soon-Shiong served as chairman and chief executive officer from our separation from old Abraxis BioScience (“Old Abraxis”) in November 2007 until April 2009. Dr. Soon-Shiong also served as chief executive officer of APP Pharmaceuticals, Inc. (“New APP”), the successor to Old Abraxis, from November 2007 through May 2008 and served as the chairman of New APP from the separation until the acquisition of New APP by Fresenius SE in September 2008. He was also the chairman and chief executive officer of Old Abraxis from April 2006 through November 2007. Dr. Soon-Shiong also served American Pharmaceutical Partners (“Old APP”) as its president from July 2001 and chief executive officer and chairman of the board of directors from its inception in March 1996. He also served as president, chief financial officer and a director of American BioScience, Inc. (“ABI”) from June 1994 until April 2006 when Old APP and ABI were merged to form Old Abraxis. Dr. Soon-Shiong has devoted his career to developing next-generation technologies to treat patients with life-threatening diseases. Dr. Soon-Shiong performed the first encapsulated islet transplant in a diabetic patient and co-invented Abraxane® and the nab® tumor targeting technology platform. Noted organizations have recognized Dr. Soon-Shiong’s research with numerous national and international awards such as the Association for Academic Surgery Award for Research, the American College of Surgeons Schering Scholar, the Royal College Physicians and Surgeons Research Award, the Peter Kiewit Distinguished Membership in Medicine Award, and the International J.W. Hyatt Award for Service to Mankind. Dr. Soon-Shiong received the 2006 Gilda Club Award for the advancement of cancer medicine and is a recipient of a 2007 Ellis Island Medal of Honor, the Caritas Award from St. John’s Health Center and the 2007 Lifetime Achievement Award from St. Mary’s Medical Center. He is a co-inventor of over 50 issued United States patents and has published more than 100 scientific papers. Dr. Soon-Shiong holds a degree in medicine from the University of the Witwatersrand and a M.Sc. in science from the University of British Columbia. Dr. Soon-Shiong is a fellow of the American College of Surgeons and the Royal College of Physicians and Surgeons of Canada. Dr. Soon-Shiong serves on the Board of Directors for the National Institute of Transplantation, the Technology Council for the Center for Cancer Nanotechnology Excellence at Northwestern University, two advisory boards of the RAND Corporation (the Health Board and the Asia Pacific Policy Board), the President’s Council at the RAND Corporation, the Board of Trustees for the Saint John’s Health Center and the Board of the California NanoSystems Institute at UCLA.

 

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Leon (Lonnie) O. Moulder, Jr. has served as vice chairman of our board of directors and our president and chief executive officer since April 2009. Prior to that, Mr. Moulder served as vice chairman of Eisai Corporation of North America from January 2008 until January 2009, when Eisai acquired MGI PHARMA, INC., where he served as president and chief executive officer since May 2003. Mr. Moulder joined MGI PHARMA in September 1999 as executive vice president and was promoted to president and chief operating officer in May 2002. Prior to MGI PHARMA, he was a member of the founding management team and vice president, business development & commercial affairs of Eligex, Inc., a venture-stage biomedical company, from October 1997 to September 1999. Prior to that, Mr. Moulder served for 16 years in a number of commercial roles for Hoechst Marion Roussel (now Sanofi Aventis) and its predecessor companies. He began his career as a clinical pharmacist. Mr. Moulder was previously a board member of the Biotechnology Industry Organization (BIO) and is a member of the Board of Visitors of the Temple University school of Pharmacy. He earned a bachelor of science degree in pharmacy from Temple University and master of business administration degree from the University of Chicago.

Kirk K. Calhoun has served as a director since the separation in November 2007. Mr. Calhoun previously served as a director of Old Abraxis from 2002 to the date of the separation. He joined Ernst & Young LLP in 1965 and served as a partner of the firm from 1975 until his retirement in June 2002 where his responsibilities included both area management and serving clients in a variety of industries. Mr. Calhoun is a certified public accountant with a background in auditing and accounting. Mr. Calhoun is also currently a director of Response Genetics, Inc. Mr. Calhoun holds a B.S. in accounting from the University of Southern California.

David S. Chen, Ph.D. has served as a director since the separation in November 2007. Dr. Chen previously served as a director of Old Abraxis from June 1998 to the date of the separation. Dr. Chen has been a senior executive vice president of China Development Industrial Bank since February 2004. Dr. Chen also served as president of China Trust Venture Capital Corporation from October 2001 to May 2004 and was the chairman of Cypac Investment Management Limited from 1998 to 2001. He served as Central Investment Holdings Company’s chief executive officer from July 1996 to February 2000, and its chief financial officer from May 1991 to February 1994. Dr. Chen holds a B.S. in agricultural economics from National Taiwan University, a M.B.A. from California State University at Long Beach and a Ph.D. in business administration from Nova University, Florida.

Stephen D. Nimer, M.D. has served as a director since the separation in November 2007. Dr. Nimer previously served as a director of Old Abraxis from May 2001 to the date of the separation. Dr. Nimer has been the Chief of the Hematology Service at Memorial Sloan-Kettering Cancer Center since 1993, and Vice Chairman for Faculty Development since 2008. He was head of the Division of Hematologic Oncology from 1996 to 2008. He has also taught medicine at the Cornell University School of Medicine since 1993. Dr. Nimer holds a M.D. from the University of Chicago and a B.S. in biology from Massachusetts Institute of Technology.

Leonard Shapiro has served as a director since the separation in November 2007. Mr. Shapiro previously served as a director of Old Abraxis from July 2002 to the date of the separation. He has more than 50 years of business experience as an entrepreneur and founder of Shapco, Inc., a manufacturer and distributor of pipe products, where he has been the chief executive officer since 1960. As chief executive officer of Shapco, Inc., he presided over the firm’s real estate investment activities in addition to its manufacturing and distribution operations. Shapco, Inc., together with its subsidiaries, employs over 300 employees in various locations throughout the western United States.

Edward Geehr, M.D. has served as our executive vice president of operations since October 2008. Dr. Geehr has extensive experience as a founder, manager and board member of companies in the fields of medical devices, health services and technology. Most recently, from December 2004 to September 2008, Dr. Geehr served as president of Allez Spine LLC, a medical device company. From 1998 to 2001, he served as founding chairman and chief medical officer of IPC – The Hospitalist Company, a publicly-traded services company that organizes and manages hospital-based medical practices in multiple states. Prior to IPC, from July 1991 to September 1996, Dr. Geehr was Senior Vice President of UniHealth America, an integrated healthcare delivery and insurance system with multi-specialty medical groups, multiple hospital operations, and holdings in health insurance plans. Dr. Geehr also was associate clinical professor of medicine and surgery at the University of California, San Francisco, and chief of emergency medicine at San Francisco General Hospital. Additionally, he was professor and chairman of emergency medicine and general director of hospital operations at Albany Medical College. He received his B.A.

 

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from Yale University and M.D. from Duke University with a residency in emergency medicine at the University of California, Los Angeles. Dr. Geehr serves as a member of the board of directors of MedManage Systems, an online pharmaceutical samples company, and LifeScript, an online health information company.

David O’Toole has served as our executive vice president and chief financial officer since June 2008. From September 1992 to June 2008, Mr. O’Toole worked at Deloitte & Touche LLP in various positions, including, for the last seven years, as a partner in the strategic client group where he provided financial, consulting and international tax services to global companies, with particular expertise in the life sciences industry. From 1984 to 1992, Mr. O’Toole was with Arthur Andersen & Co., last serving as international tax manager. He is a member of the American Institute of Certified Public Accountants, the California Society of Certified Public Accountants, the California Healthcare Institute and the Southern California Biomedical Counsel. Mr. O’Toole earned his B.S. degree in accounting from the University of Arizona.

Bruce Wendel has served as our executive vice president of corporate operations and development since the separation in November 2007. Mr. Wendel previously served as executive vice president of corporate development at Old Abraxis from April 2006 to November 2007. From August 2004 to April 2006, Mr. Wendel was the vice president of corporate development for Old APP. From August 2002 to August 2004, he served as vice president, business development and licensing for IVAX Corporation, a multinational company engaged in the research, development, manufacture and marketing of pharmaceutical products. From August 1988 to December 1989, Mr. Wendel served as in-house counsel for Bristol-Myers Squibb, a global biopharmaceutical company and related health care products company, before shifting to business and corporate development from January 1990 to August 2002. Previously, Mr. Wendel also held positions in the legal departments of consumer products companies Playtex and Combe. He earned a J.D. degree from Georgetown University Law School where he was an editor of Law & Policy in International Business, and a B.S. degree from Cornell University.

PART III

 





Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

SIZE="2">The following sets forth certain information with respect to our directors and executive officers as of April 30, 2009:

 






































































Name

  

Age

  

Position(s)

Patrick Soon-Shiong, M.D.

  56  

Executive Chairman and Chief Executive Officer of Abraxis Health

Leon (Lonnie) O. Moulder, Jr.

  51  

Vice Chairman and President and Chief Executive Officer

Kirk K. Calhoun

  65  

Director

David S. Chen, Ph.D.

  60  

Director

Stephen D. Nimer, M.D.

  55  

Director

Leonard Shapiro

  80  

Director

Edward Geehr

  60  

Executive Vice President of Operations

David O’Toole

  50  

Executive Vice President and Chief Financial Officer

Bruce Wendel

  55  

Executive Vice President, Corporate Operations and Development

Patrick Soon-Shiong, M.D. has served
as our executive chairman and chief executive officer of Abraxis Health since April 2009. Prior to that, Dr. Soon-Shiong served as chairman and chief executive officer from our separation from old Abraxis BioScience (“Old
Abraxis”) in November 2007 until April 2009. Dr. Soon-Shiong also served as chief executive officer of APP Pharmaceuticals, Inc. (“New APP”), the successor to Old Abraxis, from November 2007 through May 2008 and served as
the chairman of New APP from the separation until the acquisition of New APP by Fresenius SE in September 2008. He was also the chairman and chief executive officer of Old Abraxis from April 2006 through November 2007. Dr. Soon-Shiong also
served American Pharmaceutical Partners (“Old APP”) as its president from July 2001 and chief executive officer and chairman of the board of directors from its inception in March 1996. He also served as president, chief financial officer
and a director of American BioScience, Inc. (“ABI”) from June 1994 until April 2006 when Old APP and ABI were merged to form Old Abraxis. Dr. Soon-Shiong has devoted his career to developing next-generation technologies to treat
patients with life-threatening diseases. Dr. Soon-Shiong performed the first encapsulated islet transplant in a diabetic patient and co-invented Abraxane® and the nabFACE="Times New Roman" SIZE="1">®
tumor targeting technology platform. Noted organizations have recognized Dr. Soon-Shiong’s research with numerous national and international awards such as the Association for
Academic Surgery Award for Research, the American College of Surgeons Schering Scholar, the Royal College Physicians and Surgeons Research Award, the Peter Kiewit Distinguished Membership in Medicine Award, and the International J.W. Hyatt Award for
Service to Mankind. Dr. Soon-Shiong received the 2006 Gilda Club Award for the advancement of cancer medicine and is a recipient of a 2007 Ellis Island Medal of Honor, the Caritas Award from St. John’s Health Center and the 2007 Lifetime
Achievement Award from St. Mary’s Medical Center. He is a co-inventor of over 50 issued United States patents and has published more than 100 scientific papers. Dr. Soon-Shiong holds a degree in medicine from the University of the
Witwatersrand and a M.Sc. in science from the University of British Columbia. Dr. Soon-Shiong is a fellow of the American College of Surgeons and the Royal College of Physicians and Surgeons of Canada. Dr. Soon-Shiong serves on the Board
of Directors for the National Institute of Transplantation, the Technology Council for the Center for Cancer Nanotechnology Excellence at Northwestern University, two advisory boards of the RAND Corporation (the Health Board and the Asia Pacific
Policy Board), the President’s Council at the RAND Corporation, the Board of Trustees for the Saint John’s Health Center and the Board of the California NanoSystems Institute at UCLA.

STYLE="margin-top:0px;margin-bottom:0px"> 


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Leon (Lonnie) O. Moulder, Jr. has served as vice chairman of our board of directors and our
president and chief executive officer since April 2009. Prior to that, Mr. Moulder served as vice chairman of Eisai Corporation of North America from January 2008 until January 2009, when Eisai acquired MGI PHARMA, INC., where he
served as president and chief executive officer since May 2003. Mr. Moulder joined MGI PHARMA in September 1999 as executive vice president and was promoted to president and chief operating officer in May 2002. Prior to MGI PHARMA, he was
a member of the founding management team and vice president, business development & commercial affairs of Eligex, Inc., a venture-stage biomedical company, from October 1997 to September 1999. Prior to that, Mr. Moulder served for
16 years in a number of commercial roles for Hoechst Marion Roussel (now Sanofi Aventis) and its predecessor companies. He began his career as a clinical pharmacist. Mr. Moulder was previously a board member of the Biotechnology Industry
Organization (BIO) and is a member of the Board of Visitors of the Temple University school of Pharmacy. He earned a bachelor of science degree in pharmacy from Temple University and master of business administration degree from the University of
Chicago.

Kirk K. Calhoun has served as a director since the separation in November 2007. Mr. Calhoun previously served as a
director of Old Abraxis from 2002 to the date of the separation. He joined Ernst & Young LLP in 1965 and served as a partner of the firm from 1975 until his retirement in June 2002 where his responsibilities included both area management
and serving clients in a variety of industries. Mr. Calhoun is a certified public accountant with a background in auditing and accounting. Mr. Calhoun is also currently a director of Response Genetics, Inc. Mr. Calhoun holds a
B.S. in accounting from the University of Southern California.

David S. Chen, Ph.D. has served as a director since the separation
in November 2007. Dr. Chen previously served as a director of Old Abraxis from June 1998 to the date of the separation. Dr. Chen has been a senior executive vice president of China Development Industrial Bank since February 2004.
Dr. Chen also served as president of China Trust Venture Capital Corporation from October 2001 to May 2004 and was the chairman of Cypac Investment Management Limited from 1998 to 2001. He served as Central Investment Holdings Company’s
chief executive officer from July 1996 to February 2000, and its chief financial officer from May 1991 to February 1994. Dr. Chen holds a B.S. in agricultural economics from National Taiwan University, a M.B.A. from California State University
at Long Beach and a Ph.D. in business administration from Nova University, Florida.

Stephen D. Nimer, M.D. has served as a director
since the separation in November 2007. Dr. Nimer previously served as a director of Old Abraxis from May 2001 to the date of the separation. Dr. Nimer has been the Chief of the Hematology Service at Memorial Sloan-Kettering Cancer Center since 1993,
and Vice Chairman for Faculty Development since 2008. He was head of the Division of Hematologic Oncology from 1996 to 2008. He has also taught medicine at the Cornell University School of Medicine since 1993. Dr. Nimer holds a M.D. from the
University of Chicago and a B.S. in biology from Massachusetts Institute of Technology.

Leonard Shapiro has served as a director
since the separation in November 2007. Mr. Shapiro previously served as a director of Old Abraxis from July 2002 to the date of the separation. He has more than 50 years of business experience as an entrepreneur and founder of Shapco, Inc., a
manufacturer and distributor of pipe products, where he has been the chief executive officer since 1960. As chief executive officer of Shapco, Inc., he presided over the firm’s real estate investment activities in addition to its manufacturing
and distribution operations. Shapco, Inc., together with its subsidiaries, employs over 300 employees in various locations throughout the western United States.

FACE="Times New Roman" SIZE="2">Edward Geehr, M.D. has served as our executive vice president of operations since October 2008. Dr. Geehr has extensive experience as a founder, manager and board member of companies in the fields of
medical devices, health services and technology. Most recently, from December 2004 to September 2008, Dr. Geehr served as president of Allez Spine LLC, a medical device company. From 1998 to 2001, he served as founding chairman and
chief medical officer of IPC – The Hospitalist Company, a publicly-traded services company that organizes and manages hospital-based medical practices in multiple states. Prior to IPC, from July 1991 to September 1996,
Dr. Geehr was Senior Vice President of UniHealth America, an integrated healthcare delivery and insurance system with multi-specialty medical groups, multiple hospital operations, and holdings in health insurance plans. Dr. Geehr also
was associate clinical professor of medicine and surgery at the University of California, San Francisco, and chief of emergency medicine at San Francisco General Hospital. Additionally, he was professor and chairman of emergency medicine and general
director of hospital operations at Albany Medical College. He received his B.A.

 


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from Yale University and M.D. from Duke University with a residency in emergency medicine at the University of California, Los Angeles. Dr. Geehr
serves as a member of the board of directors of MedManage Systems, an online pharmaceutical samples company, and LifeScript, an online health information company.

FACE="Times New Roman" SIZE="2">David O’Toole has served as our executive vice president and chief financial officer since June 2008. From September 1992 to June 2008, Mr. O’Toole worked at Deloitte & Touche LLP in
various positions, including, for the last seven years, as a partner in the strategic client group where he provided financial, consulting and international tax services to global companies, with particular expertise in the life sciences industry.
From 1984 to 1992, Mr. O’Toole was with Arthur Andersen & Co., last serving as international tax manager. He is a member of the American Institute of Certified Public Accountants, the California Society of Certified Public
Accountants, the California Healthcare Institute and the Southern California Biomedical Counsel. Mr. O’Toole earned his B.S. degree in accounting from the University of Arizona.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Bruce Wendel has served as our executive vice president of corporate operations and development since the separation in November 2007.
Mr. Wendel previously served as executive vice president of corporate development at Old Abraxis from April 2006 to November 2007. From August 2004 to April 2006, Mr. Wendel was the vice president of corporate development for Old APP. From
August 2002 to August 2004, he served as vice president, business development and licensing for IVAX Corporation, a multinational company engaged in the research, development, manufacture and marketing of pharmaceutical products. From August
1988 to December 1989, Mr. Wendel served as in-house counsel for Bristol-Myers Squibb, a global biopharmaceutical company and related health care products company, before shifting to business and corporate development from January 1990 to
August 2002. Previously, Mr. Wendel also held positions in the legal departments of consumer products companies Playtex and Combe. He earned a J.D. degree from Georgetown University Law School where he was an editor of Law & Policy
in International Business
, and a B.S. degree from Cornell University.

These excerpts taken from the ABII 10-K filed Mar 6, 2009.

PART I

FACE="Times New Roman" SIZE="2">Item 1. BUSINESS

Unless the context otherwise requires, references
to “New Abraxis,” “Abraxis BioScience,” “Abraxis,” “we,” “us” and “our” refer to Abraxis BioScience, Inc. (formerly New Abraxis, Inc.) and its subsidiaries, including our operating
subsidiary Abraxis BioScience, LLC; references to “Old Abraxis” refer to Abraxis BioScience, Inc. (formerly American Pharmaceuticals, Inc.) prior to the 2007 separation; references to “APP” refer to APP Pharmaceuticals, Inc. and
its subsidiaries, including its operating subsidiary APP Pharmaceuticals Partners, LLC (which we sometimes refer to as APP LLC); and references to the “distribution,” “separation,” “2007 separation” or
“spin-off” refer to the transactions in which we separated from Old Abraxis and became an independent publicly-traded company in 2007.

SIZE="2">Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K and other materials filed or to be filed by us
with the Securities and Exchange Commission, or the SEC, as well as information included in oral statements or other written statements made or to be made by us, contain forward-looking statements within the meaning of federal securities laws. We
intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the federal securities laws. These forward-looking statements are not historical facts but rather are based on current
expectations, estimates and projections about our industry, our beliefs and assumptions. These risks and uncertainties include those described in “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Forward-looking statements,
whether express or implied, are not guarantees of future performance and are subject to risks and uncertainties, which can cause actual results to differ materially from those currently anticipated, due to a number of factors, which include, but are
not limited to:

 







 

 

the amount and timing of costs associated with the continuing launch of AbraxaneSIZE="1">®;

 







  

our ability to maintain and/or improve sales and earnings performance;

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the actual results achieved in further clinical trials of Abraxane®
may or may not be consistent with the results achieved to date;

 







  

the market adoption of any new pharmaceutical products;

 







  

the difficulty in predicting the timing or outcome of product development efforts and regulatory approvals;

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our ability and that of our suppliers to comply with laws, regulations and standards, and the application and interpretation of those laws, regulations and
standards, that govern or affect the pharmaceutical industry, the non-compliance with which may delay or prevent the sale of their products;

 







  

the availability and price of acceptable raw materials and components from third-party suppliers;

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any adverse outcome in litigation;

 







  

general economic, political and business conditions that adversely affect our company or our suppliers, distributors or customers;

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changes in costs, including changes in labor costs, raw material prices or advertising and marketing expenses;

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inventory reductions or fluctuations in buying patterns by wholesalers or distributors;

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the impact on our products and revenues of patents and other proprietary rights licensed or owned by us, our competitors and other third parties;

 







  

the ability to successfully manufacture our products in an efficient, time-sensitive and cost effective manner; and

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the impact of recent legislative changes to the governmental reimbursement system.

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Table of Contents


You should read this Annual Report on Form 10-K with the understanding that actual future results may be
materially different from expectations. Readers should carefully review the factors described in “Item 1A: Risk Factors” below and other documents we file from time to time with the SEC for a more detailed description of these risks
and other factors that may affect the forward-looking statements. All forward-looking statements made in this Annual Report on Form 10-K are qualified by these cautionary statements. These forward-looking statements are made only as of the date of
this Annual Report on Form 10-K, and we do not undertake any obligation (and we expressly disclaim any such obligation), other than as may be required by law, to update or revise any forward-looking statements to reflect changes in assumptions, the
occurrence of unanticipated events or changes in future operating results over time or otherwise. We use words such as “should,” “anticipate,” “expect,” “intend,” “plan,” “believe,”
“seek,” “estimate” and variations of these words and similar expressions to identify forward-looking statements, but these are not the exclusive means of identifying forward-looking statements.

STYLE="margin-top:18px;margin-bottom:0px">Available Information

Our Internet address is
www.abraxisbio.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other information are available free of charge on our website as soon as reasonably practical after they are
electronically filed or furnished to the SEC. The information found on our website shall not be deemed incorporated by reference by any general statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934,
except to the extent we specifically incorporate the information found on our website by reference, and shall not be deemed filed under such Acts.

SIZE="2">The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information about issuers that file reports electronically with the SEC. The address of that site is www.sec.gov.

STYLE="margin-top:18px;margin-bottom:0px">2007 Separation

On November 13, 2007, Abraxis
BioScience, Inc. (formerly “American Pharmaceutical Partners, Inc.”) (“Old Abraxis”) was separated into two independent publicly-traded companies: one holding the former Abraxis Pharmaceutical Products business (which is referred
to as the “hospital-based business”); and the other holding the former Abraxis Oncology and Abraxis Research businesses (which is referred to as the “proprietary business”). Following the separation, the proprietary business
changed its name from New Abraxis, Inc. to Abraxis BioScience, Inc. and the hospital-based business was operated under the name APP Pharmaceuticals, Inc.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%;padding-bottom:3px;line-height:95%; vertical-align:top">In connection with the separation, stockholders of Old Abraxis as of November 13, 2007
received one share of our company for every four shares of Old Abraxis held as of that date. In addition, in connection with the separation, we entered into a separation and distribution agreement that provides for, among other things, the principal
corporate transactions required to effect the separation and other specified terms governing our relationship with APP after the spin-off. We also entered into various agreements with APP, including (i) a transition services agreement pursuant
to which we and APP agreed to continue to provide each other with various services on an interim, transitional basis, for periods up to 24 months depending on the particular service; (ii) a manufacturing agreement whereby we and APP agreed to
manufacture Abraxane® and certain other products and to provide other manufacturing-related services for a period of four or five years; (iii) an employees matters agreement providing
for each company’s respective obligations to employees and former employees who are or were associated with their respective businesses, and for other employment and employee benefit matters; (iv) various real estate leases; and (v) a
tax allocation agreement. Also, in connection with the separation, APP contributed $700 million in cash to us.

 


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Table of Contents


PART II

FACE="Times New Roman" SIZE="2">Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

STYLE="margin-top:6px;margin-bottom:0px">Market for Common Stock

Our common stock is listed
and traded on The Nasdaq Global Market under the symbol “ABII.” Regular-way trading of our common stock commenced on November 14, 2007, the day after our separation from Old Abraxis. The following table sets forth the prices for our
common stock as reported by NASDAQ for fiscal years 2008 and 2007:

 


























































































   2008
Price Per Share
  2007(a)
Price Per Share
For the quarter ended:  High  Low  High  Low

March 31

  $69.00  $53.00   n/a   n/a

June 30

  $69.91  $58.33   n/a   n/a

September 30

  $78.95  $59.03   n/a   n/a

December 31

  $74.50  $46.28  $73.44  $33.00

(a) No trading occurred prior to November 14, 2007. Figures for the quarter ended
December 31, 2007 are as reported on Nasdaq between November 14, 2007 and December 31, 2007.

As of February 24, 2009,
there were approximately 70 stockholders of record of our common stock and the closing price of our stock as reported by NASDAQ on that date was $73.01.

SIZE="2">Dividend Policy

We have never declared or paid a cash dividend and we have no current intention of paying cash dividends.
We currently anticipate that we will retain future earnings to support our growth strategy. We do not anticipate paying regular cash dividends on our common stock in the foreseeable future

STYLE="margin-top:18px;margin-bottom:0px">Issuer Purchases of Equity Securities

We did not
repurchase any of our equity securities during the fourth quarter of 2008.

PART III

FACE="Times New Roman" SIZE="2">Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The
information required by this item will be contained in the Proxy Statement for our 2009 Annual Meeting of Stockholders and is incorporated herein by reference.

SIZE="2">Item 11. EXECUTIVE COMPENSATION

The information required by this item will be contained in
the Proxy Statement for our 2009 Annual Meeting of Stockholders and is incorporated herein by reference.

PART IV

FACE="Times New Roman" SIZE="2">Item 15. EXHIBITS, FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

This excerpt taken from the ABII 10-K filed May 5, 2008.

PART IV

SIZE="2">Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

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