Abraxis BioScience (ABII)

RECITALS

WHEREAS, New Alpha, LLC, New Alpha, Generico and Gholdco have entered into a Separation and Distribution Agreement, dated as of the date hereof (the “Separation and Distribution Agreement”);

WHEREAS, on the date hereof, pursuant to the Agreement and Plan of Reorganization dated as of that date (the “Holding Company Merger Agreement”), Abraxis BioScience, Inc., a Delaware corporation (“Old Abraxis”), will merge (the “Alpha Merger”) with and into New Alpha, LLC, and pursuant to the Alpha Merger, each issued and outstanding share of common stock, $0.001 par value per share, of Old Abraxis (other than treasury shares which will be canceled and retired) will be converted into one share of common stock, par value $0.001 per share, of Gholdco (the “Gholdco Common Stock”), with New Alpha, LLC being the surviving entity in the Alpha Merger and all of its membership interests held by Gholdco;

WHEREAS, the following transactions will occur effective as of the date hereof after the consummation of the Alpha Merger and prior to the Distribution Time (as defined in the Separation and Distribution Agreement):

(a) the contribution by New Alpha, LLC and the Alpha Subsidiaries (as defined in the Separation and Distribution Agreement) to Generico of all of the Generico Assets (as defined in the Separation and Distribution Agreement), and the assumption by Generico of all of the Generico Liabilities (as defined in the Separation and Distribution Agreement), upon and subject to the terms and conditions set forth in the Separation and Distribution Agreement (collectively, the “Generico Contribution”);

(b) immediately after the Generico Contribution, the distribution by New Alpha, LLC of all of the outstanding membership interests of Generico to Gholdco (the “Generico Distribution”);

(c) immediately after the Generico Distribution, the contribution (the “Alpha Contribution”) by Gholdco of all of the membership interests of New Alpha, LLC to New Alpha;

(d) simultaneously with the Alpha Contribution, the incurrence by Generico of an aggregate of $1 billion (the amount borrowed, “Borrowing Amount”) of Debt Financing (as defined in the Separation and Distribution Agreement); and

(e) immediately after the consummation of the Debt Financing, the distribution by Generico to Gholdco of an amount of cash up to the Borrowing Amount (the “Generico Cash Distribution”) immediately followed by the contribution by Gholdco to New Alpha of cash in an aggregate amount of $975,722,781.93 (the “Cash Contribution”);

WHEREAS, immediately after the Cash Contribution, Gholdco will distribute (the “Share Distribution”) all of the issued and outstanding shares of common stock of New Alpha (“New Alpha Common Stock”) on a pro rata basis to the holders of record of Gholdco Common Stock upon the terms and subject to the conditions set forth in this Agreement (the transactions described above in the two prior WHEREAS clauses, together with the Share Distribution and the other transactions contemplated hereby, the “Transactions”); and

WHEREAS, in connection with the Transactions, Gholdco, Generico, New Alpha, LLC and New Alpha desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and in the Separation and Distribution Agreement, the parties hereto agree as follows:

RECITALS

WHEREAS, prior to the Alpha Merger (as defined below), the corporation formerly known as Abraxis BioScience, Inc. (“Alpha”) was the common parent of an affiliated group of corporations within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the “Code”), which currently files consolidated federal Income Tax Returns (the “Affiliated Group”);

WHEREAS, on the date hereof, Alpha merged (the “Alpha Merger”) with and into New Alpha, LLC, whereby each issued and outstanding share of common stock, $0.001 par value per share, of Alpha (other than shares held by Alpha in treasury) was converted into one share of common stock, par value $0.001 per share, of Gholdco (the “Gholdco Common Stock”), with New Alpha, LLC being the surviving entity in the Alpha Merger and all of its membership interests held by Gholdco;

WHEREAS, as a consequence of the Alpha Merger, Alpha ceased to exist and Gholdco became the common parent of the Affiliated Group;

WHEREAS, pursuant to the Separation Agreement dated as of the date hereof between the Generico Parties and the Alpha Parties (as may be amended from time to time in accordance with its terms, the “Separation Agreement”), Gholdco will distribute to its stockholders on a pro rata basis, all of the issued and outstanding shares of New Alpha common stock (“New Alpha Common Stock”) (as described more fully in the Separation Agreement, the “Share Distribution”) and New Alpha will change its name to Abraxis BioScience, Inc.;

WHEREAS, in connection with the transactions contemplated by the Separation Agreement, one or more of the Generico Group members will incur an aggregate of up to $1.0 billion of indebtedness, the “Debt Financing”;

WHEREAS, the parties to this Agreement intend that (i) the Alpha Merger will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code, (ii) following the Alpha Merger, Gholdco, as the “successor” to Alpha for Tax purposes, became the common parent of the Affiliated Group; (iii) the New Alpha Contribution and the Cash Contribution followed by the Share Distribution will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(D) of the Code; and (iv) the Share Distribution will qualify as a distribution eligible for nonrecognition under Sections 355(a) and 361(c) of the Code;

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WHEREAS, after the Distribution Date (as defined in the Separation Agreement), neither New Alpha, New Alpha, LLC nor any of the Alpha Subsidiaries (as hereinafter defined) will be a member of the Affiliated Group for federal income tax purposes, at all times from its formation through the Distribution Date, New Alpha, LLC will be disregarded as an entity separate from New Alpha for U.S. federal income tax purposes, and at all times from its formation through the Distribution Date, Generico will be disregarded as an entity separate from New Alpha or Gholdco for U.S. federal income tax purposes;

WHEREAS, after the Share Distribution the Affiliated Group shall continue and Gholdco shall be treated as the common parent of the Affiliated Group for federal income tax purposes; and

WHEREAS, the Generico Group and the Alpha Group (as hereinafter defined) desire on behalf of themselves and their successors to set forth their rights and obligations with respect to Taxes due for periods before, on and after the Distribution Date.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

RECITALS

WHEREAS, LESSOR and LESSEE (and their respective parent companies) have entered into a Separation and Distribution Agreement dated as of the Effective Date (the “Separation Agreement”);

WHEREAS, simultaneously herewith, New Abraxis, Inc., to be renamed Abraxis BioScience, Inc., parent company of LESSEE, and LESSOR are entering into a Manufacturing Agreement (the “Manufacturing Agreement”);

WHEREAS, LESSOR is the owner of that certain improved real property located at and commonly known as the Grand Island facility;

WHEREAS, LESSOR desires to lease to LESSEE a portion of the Grand Island facility, indicated as “Abraxane Area” in Exhibit A (together with all buildings, structures, fixtures and improvements and betterments thereon and appurtenances thereto other than the Contributed Machinery and Equipment (as defined in the Separation Agreement)) thereon attached hereto and made a part hereof (the “Property”);

WHEREAS, notwithstanding that LESSOR owns the Property, LESSEE is, and remains, the owner of the Machinery and Equipment (as defined in the Separation Agreement) of LESSEE; and

WHEREAS, LESSOR desires to lease to LESSEE, and LESSEE desires to lease from LESSOR, (i) the Property (ii) all improvements at any time existing thereon and (iii) all fixtures, equipment, furniture and machinery, excluding, for all purposes, the Contributed Machinery and Equipment of LESSEE (collectively, the “Premises”).

NOW, THEREFORE, in consideration of the mutual promises and premises hereinafter contained, it is hereby mutually agreed as follows:

RECITALS

WHEREAS, LESSOR and LESSEE have entered into a Separation and Distribution Agreement dated as of the date hereof (the “Separation Agreement”);

WHEREAS, simultaneously herewith, New Abraxis, Inc., to be renamed Abraxis BioScience, Inc., parent company of LESSOR, and LESSEE are entering into a Manufacturing Agreement (the “Manufacturing Agreement”);

WHEREAS, LESSOR is the owner of that certain improved real property located at and commonly known as the Ruby Street facility more particularly described in Exhibit A (together with all buildings, structures, fixtures and improvements and betterments thereon and appurtenances thereto other than the Machinery and Equipment (as defined in the Separation Agreement) of LESSEE located at the Ruby Street facility) thereon attached hereto and made a part hereof (the “Property”)(for the avoidance of doubt, the Property shall not include those areas indicated as “Dedicated Abraxane Process Areas” in Exhibit A);

WHEREAS, notwithstanding that LESSOR owns the Property and this Lease, LESSEE is, and remains, the owner of the Contributed Machinery and Equipment (as defined in the Separation Agreement); and

WHEREAS, LESSOR desires to lease to LESSEE, and LESSEE desires to lease from LESSOR, (i) the Property (ii) all improvements at any time existing thereon, and (iii) all fixtures, equipment, furniture and machinery, excluding, for all purposes, any Machinery and Equipment of LESSOR located at the Property (collectively, the “Premises”).

NOW, THEREFORE, in consideration of the mutual promises and premises hereinafter contained, it is hereby mutually agreed as follows:

RECITALS

WHEREAS, LESSOR and LESSEE (and their respective parent companies) have entered into a Separation and Distribution Agreement dated as of the Effective Date (the “Separation Agreement”);

WHEREAS, simultaneously herewith, New Abraxis, Inc., to be renamed Abraxis BioScience, Inc., parent company of LESSOR, and LESSEE are entering into a Manufacturing Agreement (the “Manufacturing Agreement”);

WHEREAS, the LESSOR is the owner of that certain improved real property located at and commonly known as the Cornell research and development facility and indicated as “Phase 2” and “Phase 3” in Exhibit A (together with all buildings, structures, fixtures and improvements and betterments thereon and appurtenances thereto other than the Machinery and Equipment (as defined in the Separation Agreement) of LESSOR) thereon attached hereto and made a part hereof (the “Property”);

WHEREAS, notwithstanding that LESSOR owns the Property and this Lease, LESSEE is, and remains, the owner of the Contributed Machinery and Equipment (as defined in the Separation Agreement) of LESSEE; and

WHEREAS, LESSOR desires to lease to LESSEE, and LESSEE desires to lease from LESSOR, (i) the Property, (ii) all improvements at any time existing thereon and (iii) all fixtures, equipment, furniture and machinery, excluding, for all purposes, the Machinery and Equipment of LESSOR (collectively, the “Premises”).

NOW, THEREFORE, in consideration of the mutual promises and premises hereinafter contained, it is hereby mutually agreed as follows:

RECITALS

WHEREAS, LESSOR and LESSEE (and their respective parent companies) have entered into a Separation and Distribution Agreement dated as of the Effective Date (the “Separation Agreement”);

WHEREAS, simultaneously herewith, New Abraxis, Inc., to be renamed Abraxis BioScience, Inc., parent company of LESSOR, and LESSEE are entering into a Manufacturing Agreement (the “Manufacturing Agreement”);

WHEREAS, LESSOR and LESSEE have entered into a lease dated as of the date hereof for the property located at 2020 Ruby Street, Melrose Park, Illinois (the “Ruby Street Lease”);

WHEREAS, the LESSOR is the owner of that certain improved real property located at and commonly known as the Cornell warehouse facility indicated as “Phase 1a RMD Warehouse W-300”, “Phase 1b Warehouse 2 W-200”, and “Phase 1c Warehouse 1 W-300” in Exhibit A (together with all buildings, structures, fixtures and improvements and betterments thereon and appurtenances thereto other than the Machinery and Equipment (as defined in the Separation Agreement) of LESSOR) thereon attached hereto and made a part hereof (the “Property”);

WHEREAS, notwithstanding that LESSOR owns the Property and this Lease, LESSEE is, and remains, the owner of the Contributed Machinery and Equipment (as defined in the Separation Agreement) of LESSEE; and

WHEREAS, LESSOR desires to lease to LESSEE, and LESSEE desires to lease from LESSOR, (i) the Property, (ii) all improvements at any time existing thereon and (iii) all fixtures, equipment, furniture and machinery, excluding, for all purposes, the Machinery and Equipment of LESSOR (collectively, the “Premises”).

NOW, THEREFORE, in consideration of the mutual promises and premises hereinafter contained, it is hereby mutually agreed as follows:

RECITALS

A. NEW ALPHA or one or more its subsidiaries has developed and owns the rights to the Product and the Pipeline Products (both as defined below).

B. GENERICO has the capabilities, facilities and equipment designed for and capable of performing the Generico Manufacturing (as defined below) with respect to the Product and the Pipeline Products, and GENERICO desires to perform such Generico Manufacturing upon the terms and conditions contained herein.