Abraxis BioScience (ABII)

“Person” means an individual, corporation, limited liability company, partnership, association, joint venture, trust, unincorporated organization, other entity or group (as defined in the Exchange Act), including any Governmental Entity.

“Pfizer” means Pfizer Pharmaceuticals, LLC.

“Pfizer Lease” means the lease agreement, dated February 14, 2007, between Abraxis BioScience Manufacturing, LLC and Pfizer.

“Policies” means all insurance policies, insurance contracts and claim administration contracts of any kind of any member of the Alpha Group and their predecessors which were or are in effect at any time at or prior to the Distribution Time (other than insurance policies, insurance contracts and claim administration contracts established in contemplation of the Share Distribution to cover only the members of the Generico Group after the Distribution Time), including primary, excess and umbrella, commercial general liability, fiduciary liability, product liability, automobile, aircraft, property and casualty, business interruption, directors and officers liability, employment practices liability, workers’ compensation, crime, errors and omissions, special accident, cargo and employee dishonesty insurance policies, together with all rights, benefits and privileges thereunder.

“Private Letter Ruling” has the meaning set forth in the recitals to this Agreement.

“Privileged Information” means, with respect to either Group, Information regarding a member of such Group, or any of its operations, employees, assets or Liabilities (whether in documents or stored in any other form or known to its employees or agents) that is or may be reasonably protected from disclosure pursuant to the attorney-client privilege, the work product doctrine or other applicable privilege or that a Group is required to keep confidential pursuant to the terms of a Contract with a third Person.

“Proceeding” means any suit, litigation, action, arbitration, proceeding, claim, charge, investigation or other proceeding.

“Product Application Information” means copies of the Product Applications, together with copies of correspondence with the FDA or other applicable Governmental Entity and any other existing files and dossiers, in each case relating to the Product Applications and/or to the underlying data or Information used to support such application.

“Product Applications” means each new drug application, abbreviated new drug application or investigational new drug application or other application or other filings seeking to allow for the manufacturing, distribution, sale, marketing or investigation of a pharmaceutical product (or similar applications or filings in jurisdictions outside the United States) that has been filed with, or submitted to, the FDA (or similar Governmental Entity outside the United States), in each case as amended, and has not been approved or authorized by the FDA (or similar Governmental Entity outside the United States).

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“Product Approval Information” means copies of the Product Approvals, together with copies of correspondence regarding the applicable pharmaceutical product with the applicable Governmental Entity, current approved packaging and any other existing files and dossiers, in each case relating to the Product Approvals and/or to the underlying data or Information used to support, maintain or obtain manufacturing, distribution or marketing authorization of the applicable product.

“Product Approvals” means all approvals, registrations or authorizations of the FDA or other similar Governmental Entities outside the United States for the manufacturing, distribution, sale, marketing or investigation of pharmaceutical products.

“Product Liability” means all Liabilities arising out of any Third Party Claim relating to product liability, product defect, product warranty (express or implied), negligence, strict liability, failure to warn or any Third Party Claim seeking damages or other remedy as a result of the manufacturing, packaging, labeling, sale, marketing or distribution of products and all Liabilities relating to or arising out of any Third Party Claim relating to the return or recall of products.

“Promotional Materials” means the advertising, promotional, educational and media materials and sales training materials (including distribution and sales promotion Information, market research studies and toll-free telephone numbers).

“PSS” means Dr. Patrick Soon-Shiong.

“PSS Entity” means any of PSS, any members of his immediate family, any trust for the benefit of PSS and/or members of his immediate family and any other entity in which PSS or any members of his immediate family separately or collectively hold (directly or indirectly) a majority of the outstanding equity interests or of which they constitute a majority of the trustees or over which they otherwise exercise control. For purposes of the definition of PSS Entities, PSS’s immediate family shall be deemed to consist of his Family Members (as defined in Rule 4200(a)(14) of the Nasdaq’s Marketplace Rules as in effect as of the date of this Agreement).

“Real Property” means real property (including buildings, structures, real property fixtures and improvements situated thereon) and all easements and rights of way, covenants and appurtenances pertaining to accrue to the benefit of such real property).

“Real Property Leases” means any Contract for the occupancy or use of Real Property.

“reasonable best efforts” means commercially reasonable best efforts, but shall not include any alteration of business activities in any material respect, any payment of consideration, or any making of financial accommodation.