ABII » Topics » (6) Related Party Transactions

This excerpt taken from the ABII 10-K filed Mar 12, 2010.

6. Related Party Transactions

We had payables of $0.3 million and receivables of $1.9 million from related parties at December 31, 2009 and 2008, respectively. Receivables from related parties at December 31, 2009 included $0.1 million due from Drug Source Company and $0.4 million payables to APP. At December 31, 2008, we had receivables of $1.6 million from Drug Source Company and $0.3 million from APP.

Until May 2008, our then chief executive officer and chairman of our board of directors, Dr. Soon-Shiong, and our former chief financial officer, were also the chief executive officer and chief financial officer, respectively of APP. Dr. Soon-Shiong also owned approximately 80% of the outstanding capital stock of APP and served as its chairman of the board until September 2008.

In September 2008, APP was acquired by Fresenius Kabi Pharmaceutical Holding, Inc., a subsidiary of Fresenius SE. With the purchase, Dr. Soon-Shiong ceased being a shareholder of and having a controlling interest in APP. However, he became a non-controlling member of the Fresenius Kabi Board of Directors. APP continues to be a party to the shared services, the manufacturing and other agreements and leases entered into in connection with the separation of us and APP.

 

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This excerpt taken from the ABII 10-Q filed May 8, 2009.

(5) Related Party Transactions

Receivables from related parties totaled $2.1 million and $1.9 million at March 31, 2009 and December 31, 2008, respectively. Receivables from related parties at March 31, 2009 included $1.8 million in receivables from Drug Source Company and $0.3 million in receivables from APP Pharmaceuticals, Inc. (APP). At December 31, 2008, we had receivables of $1.6 million from Drug Source Company and $0.3 million from APP.

 

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Transactions with APP Pharmaceuticals

In connection with the separation of APP Pharmaceuticals, Inc. (APP) and us on November 13, 2007, we entered into a number of agreements that govern the relationship between APP and us for a period of time after the separation. The agreements were entered into while we were still a wholly owned subsidiary of Old Abraxis. These agreements include (i) a tax allocation agreement, (ii) an employee matters agreement, (iii) a transition services agreement, (iv) a manufacturing agreement and (v) various real estate leases. Transactions relating to these agreements recorded in our condensed consolidated statements of operations are summarized in the following table:

 

     Three Months Ended
March 31,
 
     2009    2008  
     (in thousands)  

Other revenue:

     

Net rental income

   $ 769    $ 647  

Cost of sales:

     

Manufacturing and distribution costs

     300      307  

Facility management fees

     500      750  

Selling, general and administrative

     

Net general and administrative costs

     363      (375 )
These excerpts taken from the ABII 10-K filed Mar 6, 2009.

7. Related Party Transactions

Receivables from related parties totaled $1.9 million and $2.0 million at December 31, 2008 and 2007, respectively and payables to related parties totaled $0 and $7.0 million at December 31, 2008 and 2007, respectively. Receivables from related parties at December 31, 2008 included $1.6 million in receivables from Drug Source Company and $0.3 million from APP. At December 31, 2007, we had receivables of $2.0 million from Drug Source Company and $7.0 million payable to APP.

Until May 2008, our chief executive officer and chairman of our board of directors, Patrick Soon-Shiong, M.D., and our former chief financial officer, were also the chief executive officer and chief financial officer, respectively of APP. Dr. Soon-Shiong also owned approximately 80% of the outstanding capital stock of APP and served as its chairman of the board until September 2008.

In September 2008, APP was acquired by Fresenius Kabi Pharmaceutical Holding, Inc., a subsidiary of Fresenius SE. With the purchase, our CEO ceased being a shareholder of and having a controlling interest in APP. However, he became a non-controlling member of the Fresenius Kabi Board of Directors. APP continues to be a party to the shared services, the manufacturing and other agreements and leases entered into in connection with the separation of us and APP.

 

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7. Related Party Transactions

FACE="Times New Roman" SIZE="2">Receivables from related parties totaled $1.9 million and $2.0 million at December 31, 2008 and 2007, respectively and payables to related parties totaled $0 and $7.0 million at December 31, 2008 and 2007,
respectively. Receivables from related parties at December 31, 2008 included $1.6 million in receivables from Drug Source Company and $0.3 million from APP. At December 31, 2007, we had receivables of $2.0 million from Drug Source Company
and $7.0 million payable to APP.

Until May 2008, our chief executive officer and chairman of our board of directors, Patrick Soon-Shiong,
M.D., and our former chief financial officer, were also the chief executive officer and chief financial officer, respectively of APP. Dr. Soon-Shiong also owned approximately 80% of the outstanding capital stock of APP and served as its
chairman of the board until September 2008.

In September 2008, APP was acquired by Fresenius Kabi Pharmaceutical Holding, Inc., a
subsidiary of Fresenius SE. With the purchase, our CEO ceased being a shareholder of and having a controlling interest in APP. However, he became a non-controlling member of the Fresenius Kabi Board of Directors. APP continues to be a party to the
shared services, the manufacturing and other agreements and leases entered into in connection with the separation of us and APP.

 


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This excerpt taken from the ABII 10-Q filed Nov 14, 2008.

(4) Related Party Transactions

Receivables from related parties totaled $9.9 million and $2.0 million at September 30, 2008 and December 31, 2007, respectively, and payables to related parties totaled $7.0 million at December 31, 2007. Receivables from related parties at September 30, 2008 included $1.3 million in receivables from Drug Source Company and $8.6 million in receivables from APP. At December 31, 2007, we had receivables of $2.0 million from Drug Source Company and a $7.0 million payable to APP.

Acquisition of APP

In September 2008, APP was acquired by Fresenius Kabi Pharmaceutical Holding, Inc., a subsidiary of Fresenius SE. With the purchase, our CEO ceased being a shareholder of and having a controlling interest in APP. However, he became a non-controlling member of the Fresenius Kabi Board of Directors. APP continues to be a party to the shared services, the manufacturing and other agreements and leases entered into in connection with the separation of us and APP.

Transactions with APP Pharmaceuticals, Inc.

In connection with the separation on November 13, 2007, we entered into a number of agreements that govern the relationship between APP and us for a period of time after the separation. The agreements were entered into while we were still a wholly owned subsidiary of Old Abraxis. These agreements include (i) a tax allocation agreement, (ii) an employee matters agreement, (iii) a transition services agreement, (iv) a manufacturing agreement and (v) various real estate leases. Transactions relating to these agreements recorded in our condensed consolidated and combined statement of operations are summarized in the following table:

 

     Three Months Ended
September 30,
   Nine Months Ended
September 30,
     2008    2007    2008    2007
     (in thousands)

Other revenue:

           

Net rental income

   $ 647    $ —      $ 1,941    $ —  

Cost of sales:

           

Manufacturing and distribution costs

     331      —        1,172      —  

Facility management fees

     750      —        2,250      —  

Selling, general and administrative

           

Net general and administrative costs

     785      —        221      —  

Allocated Expenses

Prior to the separation, our product development and general and administrative functions were fully integrated with Old Abraxis, including accounting, treasury, payroll, internal audit, information technology, corporate income tax, legal and investor relations. In addition, Old Abraxis provided manufacturing services to us at cost. After the separation, certain of these arrangements (see above) continue on a temporary basis for a period generally not to exceed 24 months, or four or five years in the case of manufacturing-related activities and lease arrangements. The unaudited consolidated and combined financial statements for the three and nine months ended September 30, 2007 reflect the application of certain estimates and allocations, and management believes the methods used to allocate these operating expenses are reasonable. The allocation methods include relative head count, sales, square footage and management knowledge. These allocated operating expenses totaled $8.8 million and $27.9 million for the three and nine months ended September 30, 2007, respectively.

This excerpt taken from the ABII 10-Q filed Aug 14, 2008.

(4) Related Party Transactions

Receivables from related parties totaled $2.5 million and $2.0 million at June 30, 2008 and December 31, 2007, respectively, and payables to related parties totaled $7.0 million at December 31, 2007. Receivables from related parties at June 30, 2008 included $1.5 million in receivables from APP and $1.0 million in receivables from Drug Source Company. At December 31, 2007, we had receivables of $2.0 million from Drug Source Company and a $7.0 million payable to APP.

Transactions with APP Pharmaceuticals, Inc.

In connection with the separation on November 13, 2007, we entered into a number of agreements that govern the relationship between APP and us for a period of time after the separation. The agreements were entered into while we were still a wholly owned subsidiary of Old Abraxis. These agreements include (i) a tax allocation agreement, (ii) an employee

 

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matters agreement, (iii) a transition services agreement, (iv) a manufacturing agreement and (v) various real estate leases. Transactions relating to these agreements recorded in our condensed consolidated and combined statement of operations are summarized in the following table:

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2008     2007    2008     2007
     (in thousands)

Other revenue:

         

Net rental income

   $ 647     $ —      $ 1,294     $ —  

Cost of sales:

         

Manufacturing and distribution costs

     534       —        841       —  

Facility management fees

     750       —        1,500       —  

Selling, general and administrative

         

Net general and administrative costs

     (189 )     —        (564 )     —  

Allocated Expenses

Prior to the separation, our product development and general and administrative functions were fully integrated with Old Abraxis, including accounting, treasury, payroll, internal audit, information technology, corporate income tax, legal and investor relations. In addition, Old Abraxis provided manufacturing services to us at cost. After the separation, certain of these arrangements (see above) continue on a temporary basis for a period generally not to exceed 24 months, or four or five years in the case of manufacturing-related activities and lease arrangements. The unaudited consolidated and combined financial statements for the three and six months ended June 30, 2007 reflect the application of certain estimates and allocations, and management believes the methods used to allocate these operating expenses are reasonable. The allocation methods include relative head count, sales, square footage and management knowledge. These allocated operating expenses totaled $15.2 million and $31.1 million for the three and six months ended June 30, 2007, respectively.

This excerpt taken from the ABII 10-Q filed May 15, 2008.

(4) Related Party Transactions

Receivables from related parties totaled $5.0 million at March 31, 2008 and $2.0 million at December 31, 2007 and payables to related parties totaled $7.0 million at December 31, 2007. Receivables from related parties at March 31, 2008, included $4.4 receivable from APP and $0.6 million receivable from Drug Source Company. At December 31, 2007, we had receivables of $2.0 million from Drug Source Company and a $7.0 million payable to APP.

 

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Transactions with APP Pharmaceuticals, Inc.

In connection with the separation on November 13, 2007, we entered into a number of agreements that govern the relationship between APP and us for a period of time after the separation. The agreements were entered into while we were still a wholly owned subsidiary of Old Abraxis. These agreements include (i) a tax allocation agreement, (ii) a dual officer agreement, (iii) an employee matters agreement, (iv) a transition services agreement, (v) a manufacturing agreement, and (vi) various real estate leases. Transactions relating to these agreements recorded in our condensed consolidated and combined statement of operations are summarized in the following table:

 

     Three Months Ended
March 31,
     2008     2007
     (in thousands)

Other revenue:

    

Net rental income

   $ 647     $ —  

Cost of sales:

    

Manufacturing and distribution costs

     307       —  

Facility management fees

     750       —  

Selling, general and administrative

    

Net general and administrative costs

     (375 )     —  

Allocated Expenses

Prior to the separation, our product development and general and administrative functions were fully integrated with Old Abraxis, including accounting, treasury, payroll, internal audit, information technology, corporate income tax, legal services and investor relations. In addition, Old Abraxis provided manufacturing services to us at cost. After the separation, certain of these arrangements (see above) continue on a temporary basis for a period generally not to exceed 24 months, or four or five years in the case of manufacturing-related activities and lease arrangements. The unaudited consolidated and combined financial statements for the three months ended March 31, 2007 reflect the application of certain estimates and allocations and management believes the methods used to allocate these operating expenses are reasonable. The allocation methods include relative head count, sales, square footage and management knowledge. These allocated operating expenses totaled of $15.9 million for the three months ended March 31, 2007.

These excerpts taken from the ABII 10-K filed Mar 31, 2008.

6. Related Party Transactions

Payables to related parties totaled $7.0 million at December 31, 2007, and receivables from related parties totaled $2.0 million and $0.2 million at December 31, 2007 and 2006, respectively. Of the $7.0 million payable to related parties at December 31, 2007, $6.9 million related to activities provided for under the agreements noted below and $0.1 million related to charges associated with the services render under these agreements. At

 

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December 31, 2007, payables to related parties were primarily for transactions involving APP, which was separated from us on November 13, 2007. See below for a detailed discussion of these transactions with APP. Receivables from related parties at December 31, 2007 represents accounts receivable from Drug Source Company. For 2006, net receivables from related parties consisted of receivable from Drug Source Company and a note receivable from a former employee bearing interest at 3.44% per annum.

In connection with the separation, we entered into a number of agreements that governs the relationship between APP and us for a period of time after the separation. The agreements were entered into while we were still a wholly owned subsidiary of Old Abraxis. These agreements include:

 

   

Tax allocation agreement

 

   

Dual Officer Agreement

 

   

Employee Matters Agreement

 

   

Transition services agreement

 

   

Manufacturing agreement, and

 

   

Various real estate leases

6. Related Party Transactions

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Payables to related parties totaled $7.0 million at December 31, 2007, and receivables from related parties totaled $2.0 million and $0.2 million at
December 31, 2007 and 2006, respectively. Of the $7.0 million payable to related parties at December 31, 2007, $6.9 million related to activities provided for under the agreements noted below and $0.1 million related to charges associated
with the services render under these agreements. At

 


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December 31, 2007, payables to related parties were primarily for transactions involving APP, which was separated from us on November 13, 2007. See
below for a detailed discussion of these transactions with APP. Receivables from related parties at December 31, 2007 represents accounts receivable from Drug Source Company. For 2006, net receivables from related parties consisted of
receivable from Drug Source Company and a note receivable from a former employee bearing interest at 3.44% per annum.

In connection
with the separation, we entered into a number of agreements that governs the relationship between APP and us for a period of time after the separation. The agreements were entered into while we were still a wholly owned subsidiary of Old Abraxis.
These agreements include:

 







  

Tax allocation agreement

 







  

Dual Officer Agreement

 







  

Employee Matters Agreement

 







  

Transition services agreement

 







  

Manufacturing agreement, and

 







  

Various real estate leases

SIZE="2">Tax Allocation Agreement

The tax allocation agreement allocates the liability for taxes. Under the tax allocation
agreement, APP is responsible for and has agreed to indemnify us against all tax liabilities to the extent they relate to APP’s hospital-based business, and we are responsible for and have agreed to indemnify APP against all tax liabilities to
the extent they relate to our proprietary products business. The tax allocation agreement also provide the extent to which, and the circumstances under which, the parties would be liable if the distribution were not to constitute a tax-free
distribution under Section 355 and Section 368(a)(1)(D) of the Internal Revenue Code. In general, we are required to indemnify APP for any taxes resulting from a failure of the distribution to so qualify, unless such failures results
solely from APP’s specified acts.

This excerpt taken from the ABII 8-K filed Nov 8, 2007.

(6) Related Party Transactions

For each of the periods presented, New Abraxis’ product development and general and administrative functions were fully integrated with Abraxis BioScience, including product development, treasury, payroll, internal audit, information technology, corporate income tax, legal services and investor relations. In addition, Abraxis BioScience provided manufacturing services to New Abraxis at cost. After the separation, certain of these arrangements will continue on a temporary basis for a period generally not to exceed 24 months, or four or five years in the case of manufacturing-related activities and lease arrangements. The accompanying financial statements reflect the application of certain estimates and allocations and management believes the methods used to allocate these operating expenses are reasonable. The allocation methods include relative head count, sales, square footage and management knowledge. These allocated operating expenses totaled $31.1 million and $15.6 million for the six-month periods ended June 30, 2007 and 2006, respectively. The financial information in these combined financial statements does not include all the expenses that would have been incurred had New Abraxis been a separate, stand-alone entity. As such, the financial information herein does not reflect the combined financial position, results of operations and cash flows of New Abraxis in the future or what they would have been, had New Abraxis been a separate, stand-alone entity during the periods presented.

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