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This excerpt taken from the ABII 10-Q filed Dec 20, 2007. SERVICES 2.1 Provision of New Alpha Services by New Alpha. New Alpha or its Subsidiaries shall use commercially reasonable efforts to provide, or cause to be provided to, Gholdco and its Subsidiaries each of the New Alpha Services in a manner consistent with the manner in which such New Alpha Services were provided by Abraxis BioScience, Inc. (“Abraxis”) and its Subsidiaries prior to the Effective Date (but not including any historical preference or priority given to New Alpha’s products as compared with Gholdco’s products) and consistent with New Alpha and its Subsidiaries’ provision of such Services for its own business. Except as otherwise provided on Exhibit A, New Alpha Services shall be provided until such date as this Agreement specifies or, with regards to any specific New Alpha Service, such specific New Alpha Service is terminated in accordance with the terms of Article VI. 2.2 Provision of Gholdco Services by Gholdco. Gholdco or its Subsidiaries shall use commercially reasonable efforts to provide, or cause to be provided to, New Alpha and its Subsidiaries each of the Gholdco Services in a manner consistent with the manner in which such Gholdco Services were provided by Abraxis and its Subsidiaries prior to the Effective Time (but not including any historical preference or priority given to New Alpha’s products as compared with Gholdco’s products) and consistent with Gholdco and its Subsidiaries’ provision of such Services for its own business. Except as otherwise provided on Exhibit B, Gholdco Services shall be provided until such date as this Agreement specifies or, with regards to any specific Gholdco Service, such specific Gholdco Service is terminated in accordance with the terms of Article VI. 2.3 Cooperation. The parties acknowledge and agree that: (a) it is impracticable to create an exhaustive list of Services needed to facilitate an orderly transition of the Businesses and, accordingly, Exhibits A and B present general outlines of the scope of the Services to be provided by the parties; and (b) the parties will act in good faith and reasonably cooperate with one another during the term hereof to facilitate an orderly transition of the Businesses. ARTICLE III |
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