Abraxis BioScience (ABII)

PRE-DISTRIBUTION TRANSACTIONS

Section 2.01. Transactions.

The transactions set forth in this Section 2.01 shall take place on the date hereof after the Alpha Merger and prior to the Distribution Time in the order set forth below:

(a) Generico Contribution. Upon the terms and subject to the conditions set forth in this Agreement, pursuant to ARTICLE II, New Alpha, LLC is, and is causing the Alpha Subsidiaries to, contribute, assign, transfer, convey and deliver to Generico all of New Alpha, LLC’s and the Alpha Subsidiaries’ rights, title and interest in and to all of the Generico Assets, and Generico is accepting, assuming and agreeing faithfully to perform, discharge and fulfill, all of the Generico Liabilities.

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(b) The Generico Distribution. Upon the terms and subject to the conditions set forth in this Agreement, immediately following the effectiveness of the Generico Contribution, New Alpha, LLC will distribute all of the outstanding membership interests in Generico to Gholdco. Following the Generico Distribution, all of the outstanding membership interests in Generico will be wholly-owned by Gholdco.

(c) The Alpha Contribution. Upon the terms and subject to the conditions set forth in this Agreement, immediately following the Generico Distribution, Gholdco shall contribute all of the membership interests in New Alpha, LLC to New Alpha. Following the Alpha Contribution, all of the outstanding membership interests in New Alpha, LLC will be wholly-owned by New Alpha.

(d) The Debt Financing. Simultaneously with the Alpha Contribution, Generico shall consummate, and borrow the Borrowing Amount pursuant to, the Debt Financing.

(e) Generico Cash Distribution; Cash Contribution. Immediately after the consummation of the Debt Financing, Generico shall make the Generico Cash Distribution to Gholdco by wire transfer of immediately available funds to an account designated by Gholdco and immediately thereafter Gholdco shall make the Cash Contribution to New Alpha by wire transfer of immediately available funds to an account designated by New Alpha. New Alpha shall immediately contribute to New Alpha, LLC sufficient funds to repay in full the Existing Credit Agreement.

Section 2.02. Effect on Capital Stock.

The Generico Parties and the Alpha Parties shall take all action necessary to cause, immediately prior to the Distribution Time, (a) the number of authorized shares of New Alpha Common Stock to equal or exceed the number of shares of Gholdco Common Stock issued (including treasury shares held by Gholdco) as of the Gholdco Record Date and (b) the number of shares of New Alpha Common Stock outstanding to be increased to equal 25 percent of the number of shares of Gholdco Common Stock issued (including treasury shares held by Gholdco) as of the Gholdco Record Date.

Section 2.03. Documents to Be Delivered By New Alpha and Generico.

Unless otherwise provided herein, at or prior to the Distribution Time, New Alpha will execute and deliver (and, where applicable, cause a member of the Alpha Group to execute and deliver) to Gholdco (and/or to the appropriate member of the Generico Group), and Gholdco will execute and deliver (and, where applicable, cause a member of the Generico Group to execute and deliver) to New Alpha (and/or to the appropriate member of the Alpha Group), all of the Transaction Agreements.

Section 2.04. Financial Instruments.

(a) The Alpha Parties will use their reasonable best efforts to take or cause to be taken all actions, and enter into (or cause their Subsidiaries to enter into) such agreements and arrangements, as shall be necessary to cause, as of the Distribution Time, (i) the removal of members of the Generico Group from all Alpha Financial Instruments and (ii) the members of the Generico Group to be fully and unconditionally released from all Liabilities in respect of the Alpha Financial Instruments. It is understood and agreed that

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all Liabilities in respect of the Alpha Financial Instruments are Alpha Liabilities and the Alpha Parties shall indemnify the members of the Generico Group from any Liabilities suffered thereby arising out of, resulting from or relating to the Alpha Financial Instruments. Without limiting the foregoing, after the Distribution Time, the Alpha Parties will not, and will not permit any member of the Alpha Group to, renew, extend, modify, amend or supplement any Alpha Financial Instrument in any manner that would increase, extend or give rise to any Liability of a member of the Generico Group under such Alpha Financial Instrument.

(b) The Generico Parties will use their reasonable best efforts to take or cause to be taken all actions, and enter into (or cause their Subsidiaries to enter into) such agreements and arrangements, as shall be necessary to cause, as of the Distribution Time, (i) the removal of members of the Alpha Group from all Generico Financial Instruments and (ii) the members of the Alpha Group to be fully and unconditionally released from all Liabilities in respect of the Generico Financial Instruments. It is understood and agreed that all Liabilities in respect of the Generico Financial Instruments are Generico Liabilities and the Generico Parties shall indemnify the members of the Alpha Group from any Liabilities suffered thereby arising out of, resulting from or relating to the Generico Financial Instruments. Without limiting the foregoing, after the Distribution Time, the Generico Parties will not, and will not permit any member of the Generico Group to, renew, extend, modify, amend or supplement any Generico Financial Instrument in any manner that would increase, extend or give rise to any Liability of a member of the Alpha Group under such Generico Financial Instrument.

(c) The parties’ obligations under this Section 2.04 will continue to be applicable to all Alpha Financial Instruments and Generico Financial Instruments identified at any time by the Generico Parties or the Alpha Parties, whether before, at or after the Distribution Time.

Section 2.05. Related Party Agreements; Intercompany Accounts.

(a) Effective immediately prior to the Distribution Time, all Related Party Agreements shall automatically terminate.

(b) Effective immediately prior to the Distribution Time, all intercompany receivables, payables and loans (other than any amounts owed under the other Transaction Agreements and the Holding Company Merger Agreement) between the members of the Generico Group, on the one hand, and the members of the Alpha Group, on the other hand, shall automatically be cancelled. All Transaction Payables shall be paid as provided in this Agreement.

Section 2.06. Other Transaction Agreements.

Subject to the terms and conditions of this Agreement, at or prior to the Distribution Time, each of the Generico Parties and the Alpha Parties shall execute and deliver the Transaction Agreements not previously executed and delivered.

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