Abraxis BioScience (ABII)

Restricted Unit Plans

In connection with the separation, we intend to assume the American BioScience Restricted Unit Plan I and the American BioScience Restricted Unit Plan II. We also intend to assume the restricted units previously granted under these plans to New Abraxis employees.

Shares of our common stock will be issuable upon the vesting of these units. The units issued under the American BioScience Restricted Unit Plan II generally vest one-half on April 18, 2008 (which is the second anniversary of the closing of the merger between Abraxis BioScience, then known as American Pharmaceutical Partners, and American BioScience). The balance of the shares generally will vest on April 18, 2010. The units will convert into the right to receive a number of our shares of common stock determined on each vesting date determined by the notional price that vests on such date divided by our average trading price over the three days prior to vesting; except that if the average trading price of our stock price is less than $28.27, then the notional price is divided by $28.27. The maximum number of our shares that may be issuable under this restricted unit plan is 3,325,080 shares. The foregoing figures will be adjusted pursuant to the employee matters agreement using the same methodology for adjusting outstanding options.

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We will also assume an agreement between Abraxis BioScience and RSU Plan LLC (“RSU LLC”). Under the terms of this agreement, RSU LLC has agreed that prior to the date on which restricted stock units issued pursuant to American BioScience Restricted Unit Plan II become vested, RSU LLC will deliver, or cause to be delivered, to us the number of our shares of common stock or cash (or a combination thereof) in an amount sufficient to satisfy the obligations to participants under the American BioScience Restricted Unit Plan II of the vested restricted units. We are required to satisfy our obligations under the American BioScience Restricted Unit Plan II by paying to the participants in the American BioScience Restricted Unit Plan II cash and/or shares of our common stock in the same proportion as was delivered by the RSU LLC. The intention of this agreement is to have RSU LLC satisfy our obligations under American BioScience Restricted Unit Plan II so that there would not be any further dilution to our stockholders as a result of our assumption of the American BioScience Restricted Unit Plan II.