Abraxis BioScience (ABII)

POWERS

The Committee shall have the power to conduct or authorize investigations into any matters within the Committee’s scope of responsibilities. The Committee shall be empowered to engage independent counsel and other advisers, as it determines necessary to carry out its duties. The Committee shall have full access to the Corporation’s books and records and be able to seek any information it requires from employees of the Corporation. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Those tasks are the responsibility of management and the Corporation’s independent registered public accounting firm. The Board and the Committee are in place to represent the Corporation’s stockholders. Accordingly, the Corporation’s independent registered public accounting firm is ultimately accountable to the Board and the Committee.

Section 3.2 Powers.

The powers of the corporation shall be exercised, its business conducted and its property controlled by or under the direction of the Board of Directors, except as may be otherwise provided by law or by the Certificate of Incorporation.