APP Pharmaceuticals, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APP PHARMACEUTICALS, INC. (September 16th, 2008)SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, Delaware 19808, County of New Castle. The name of its registered agent at that address is Corporation Service Company.
APP Pharmaceuticals, Inc. – News Release (August 1st, 2008)SCHAUMBURG, Illinois – July 31, 2008 – APP Pharmaceuticals, Inc. (Nasdaq:APPX), a leading manufacturer of multi-source and branded injectable pharmaceutical products, today reported financial results for the second quarter and six months ended June 30, 2008. As a result of the separation of Abraxis BioScience from APP Pharmaceuticals in the fourth quarter of 2007, APP’s business is reported, for all periods presented, on a continuing operations basis.
APP Pharmaceuticals, Inc. – AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 6, 2008 AMONG FRESENIUS SE, FRESENIUS KABI PHARMACEUTICALS HOLDING, LLC, FRESENIUS KABI PHARMACEUTICALS, LLC AND APP PHARMACEUTICALS, INC. (July 7th, 2008)THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 6, 2008, by and among Fresenius SE, a societas europaea organized under the laws of Germany (“Parent”); Fresenius Kabi Pharmaceuticals Holding, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Parent (“Holdco”); and Fresenius Kabi Pharmaceuticals, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Holdco (“Sub”); and APP Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
APP Pharmaceuticals, Inc. – WRITTEN CONSENT AND VOTING AGREEMENT (July 7th, 2008)This WRITTEN CONSENT AND VOTING AGREEMENT (this “Agreement”) is entered into as of July 6, 2008, by and among Fresenius SE, a societas europaea organized under the laws of Germany (“Parent”); Fresenius Kabi Pharmaceuticals Holding, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Parent (“Holdco”); Fresenius Kabi Pharmaceuticals, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Holdco (“Merger Sub”); and, the Persons whose names are set forth on the signature pages hereto under the caption “Stockholders” (each individually a “Stockholder” and, collectively, the “Stockholders”).
APP Pharmaceuticals, Inc. – FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and between FRESENIUS KABI PHARMACEUTICALS HOLDING, LLC and [TRUSTEE] Dated as of , 200 (July 7th, 2008)THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—] (the “CVR Agreement”), by and between Fresenius Kabi Pharmaceuticals Holding, LLC, a Delaware corporation (the “Company”), and [—], a national banking association, as trustee (the “Trustee”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “CVRs”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.
APP Pharmaceuticals, Inc. – EMPLOYMENT AGREEMENT (May 12th, 2008)THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of March 31, 2008 (the “Effective Date”) between APP Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”) and Richard J. Tajak (the “Executive”).
APP Pharmaceuticals, Inc. – CREDIT AGREEMENT Dated as of November 13, 2007 among APP PHARMACEUTICALS, INC., APP PHARMACEUTICALS, LLC, as the U.S. Borrower, ABRAXIS BIOSCIENCE MANUFACTURING, LLC, (to be renamed APP PHARMACEUTICALS MANUFACTURING, LLC), as the P.R. Borrower, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Swing Line Lender and an L/C Issuer, THE OTHER LENDERS PARTY HERETO, and DEUTSCHE BANK SECURITIES INC. and WACHOVIA CAPITAL MARKETS, LLC, as Joint Lead Arrangers and as Joint Bookrunners (March 17th, 2008)This CREDIT AGREEMENT (as amended, restated, supplemented and/or otherwise modified from time to time, this “Agreement”) is entered into as of November 13, 2007, among APP PHARMACEUTICALS, INC., a Delaware corporation (together with any successor thereto, “Holdings”), APP PHARMACEUTICALS, LLC, a Delaware limited liability company (together with any successor thereto, the “U.S. Borrower”), ABRAXIS BIOSCIENCE MANUFACTURING, LLC (to be renamed APP PHARMACEUTICALS MANUFACTURING, LLC, following the Spin-off) a Puerto Rico limited liability company (together with any successor thereto, the “P.R. Borrower” and, together with the U.S. Borrower, the “Borrowers”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Swing Line Lender and an L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and DEUTSCHE BANK SECURITIES INC. and WACHOVIA CAPITAL MARKETS, LLC, as Joint Lead Arrangers and Joint Bookrunners.
APP Pharmaceuticals, Inc. – TRANSITION SERVICES AGREEMENT (March 17th, 2008)THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of November 13, 2007 (the “Effective Date”), between NEW ABRAXIS, INC. a Delaware corporation (to be renamed Abraxis BioScience, Inc.) (“New Alpha”), and APP PHARMACEUTICALS, INC., a Delaware corporation formerly known as Generico Holdings, Inc. and Abraxis BioScience, Inc. (“Gholdco”).
APP Pharmaceuticals, Inc. – Contract (March 17th, 2008)Note: Redacted portions have been marked with (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.
APP Pharmaceuticals, Inc. – LEASE AGREEMENT between ABRAXIS BIOSCIENCE, LLC and APP PHARMACEUTICALS, LLC (March 17th, 2008)THIS LEASE AGREEMENT (this “Lease”), dated effective the 13th day of November, 2007 (the “Effective Date”), is made by and between Abraxis BioScience, LLC, a Delaware limited liability company (“LESSOR”), and APP Pharmaceuticals, LLC, a Delaware limited liability company (“LESSEE”).
APP Pharmaceuticals, Inc. – EMPLOYEE MATTERS AGREEMENT (March 17th, 2008)This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 13, 2007, is among APP Pharmaceuticals, Inc. (formerly known as Generico Holdings, Inc.), a Delaware corporation (“Gholdco”), APP Pharmaceuticals, LLC, a Delaware limited liability company (“Generico”) (Gholdco and Generico, collectively, the “Generico Parties”), Abraxis BioScience, LLC, a Delaware limited liability company (“New Alpha, LLC”), and New Abraxis, Inc., a Delaware corporation to be renamed Abraxis BioScience, Inc. (“New Alpha”) (New Alpha, LLC and New Alpha, collectively, the “Alpha Parties”).
APP Pharmaceuticals, Inc. – LEASE AGREEMENT between ABRAXIS BIOSCIENCE, LLC and APP PHARMACEUTICALS, LLC (March 17th, 2008)THIS LEASE AGREEMENT (this “Lease”), dated effective the 13th day of November, 2007 (the “Effective Date”), is made by and between Abraxis BioScience, LLC, a Delaware limited liability company (“LESSOR”), and APP Pharmaceuticals, LLC, a Delaware limited liability company (“LESSEE”).
APP Pharmaceuticals, Inc. – TAX ALLOCATION AGREEMENT (March 17th, 2008)TAX ALLOCATION AGREEMENT (this “Agreement”), dated as of November 13th, 2007, among APP Pharmaceuticals, Inc. (f/k/a Generico Holdings, Inc.), a Delaware corporation (“Gholdco”), APP Pharmaceuticals, LLC, a Delaware limited liability company (“Generico”) (Gholdco and Generico, collectively, the “Generico Parties”), New Abraxis, Inc., a Delaware corporation (to be renamed Abraxis BioScience, Inc.) (“New Alpha”), and Abraxis BioScience, LLC, a Delaware limited liability company (“New Alpha, LLC”) (New Alpha and New Alpha, LLC, collectively, the “Alpha Parties”).
APP Pharmaceuticals, Inc. – LEASE AGREEMENT between APP PHARMACEUTICALS, LLC and ABRAXIS BIOSCIENCE, LLC (March 17th, 2008)THIS LEASE AGREEMENT (this “Lease”), dated effective as of the 13th day of November, 2007 (the “Effective Date”), is made by and between APP Pharmaceuticals, LLC, a Delaware limited liability company (“LESSOR”), and Abraxis BioScience, LLC, a Delaware limited liability company (“LESSEE”).
APP Pharmaceuticals, Inc. – LEASE AGREEMENT between ABRAXIS BIOSCIENCE, LLC and APP PHARMACEUTICALS, LLC (March 17th, 2008)THIS LEASE AGREEMENT (this “Lease”), dated effective the 13th day of November, 2007 (the “Effective Date”), is made by and between Abraxis BioScience, LLC, a Delaware limited liability company (“LESSOR”), and APP Pharmaceuticals, LLC, a Delaware limited liability company ( “LESSEE”).
APP Pharmaceuticals, Inc. – News Release (March 10th, 2008)SCHAUMBURG, Illinois – March 7, 2008 – APP Pharmaceuticals, Inc. (Nasdaq:APPX), a leading manufacturer of multi-source and branded injectable pharmaceutical products, today reported audited financial results for the fourth quarter and full year ended December 31, 2007. As a result of the separation of Abraxis Bioscience from APP Pharmaceuticals, APP’s business is reported, for all periods reported, on a continuing operations basis and Abraxis Bioscience’s business, as well as a majority of separation related costs, is reported in discontinued operations.
Abraxis BioScience, Inc. – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (November 19th, 2007)On November 13, 2007, we separated into two independent publicly traded companies, one holding the Abraxis Pharmaceutical Products business, which focuses primarily on manufacturing and marketing our oncology, anti-infective and critical care hospital-based generic injectable products and marketing our proprietary anesthetic/analgesic products (which we refer to collectively as the “hospital-based business”), and the other holding the Abraxis Oncology and Abraxis Research businesses, which focus primarily on our internally developed proprietary product, Abraxane®, and our proprietary product candidates (which we refer to as the “proprietary business”). We refer to the proprietary business following the separation as “New Abraxis,” which changed its name to Abraxis BioScience, Inc. We continue to operate the hospital-based business (which we refer to as “New APP” following the separation) under the name APP Pharmaceuticals, Inc. In connection with the separation, stockholders as of the
Abraxis BioScience, Inc. – BYLAWS OF APP PHARMACEUTICALS, INC. a Delaware corporation (November 13th, 2007)
Abraxis BioScience, Inc. – AGREEMENT AND PLAN OF REORGANIZATION (November 13th, 2007)This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of November 13, 2007, is among Abraxis BioScience, Inc., a Delaware corporation (the “Company”), APP Pharmaceuticals, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“HoldingCo”), and Abraxis BioScience, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldingCo (“MergerCo”).
Abraxis BioScience, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GENERICO HOLDINGS, INC. (November 13th, 2007)Generico Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
Abraxis BioScience, Inc. – ABRAXIS BIOSCIENCE REPORTS AN INCREASE IN THIRD QUARTER REVENUE OF 19 PERCENT TO $241 MILLION VERSUS $203 MILLION IN PRIOR YEAR PERIOD ABRAXANE Revenue Increased 65 Percent to 86.4 million and Remains the Fastest Growing Taxane in the Market (November 8th, 2007)LOS ANGELES, Calif. (November 8, 2007) – Abraxis BioScience, Inc. (NASDAQ:ABBI) today reported unaudited financial results for the third quarter ended September 30, 2007. Third quarter 2007 revenue increased 18.6 percent to $241.0 million, versus $203.1 million in the third quarter of 2006. Revenue for company-wide, hospital-based products in the third quarter of 2007 was $153.6 million, versus $150.1 million for the prior year quarter. For the third quarter of 2007, ABRAXANE® (paclitaxel protein-bound particles for injectable suspension) (albumin-bound) revenue increased 65.1 percent to $86.4 million versus $52.3 million in the prior year period. Company-wide gross profit for the third quarter of 2007 increased 22.6 percent to $144.4 million, or 59.9 percent of total revenue, as compared to $117.7 million, or 58.0 percent of total revenue, in the same quarter of 2006.
Abraxis BioScience, Inc. – 11755 Wilshire Blvd., 20th Floor Los Angeles, CA 90025 News Release (August 9th, 2007)LOS ANGELES, Calif. (August 9, 2007) – Abraxis BioScience, Inc. (NASDAQ:ABBI), an integrated, global biopharmaceutical company, today reported unaudited financial results for the second quarter ended June 30, 2007.
Abraxis BioScience, Inc. – Name and Principal Position Year Salary (1)($) Bonus (2) ($) Stock Awards (3) ($) Option Awards (4) ($) Non-Equity Incentive Plan Compensation (5) ($) All Other Compensation (6)($) Total ($) Patrick Soon-Shiong Chairman of the Board and Chief Executive Officer 2006 692,885 100,000 41,283 306,605 830,000 769,828 2,740,601 Lisa Gopalakrishnan Executive Vice President and Chief Financial Officer 2006 169,231 225,000 — 39,397 100,000 — 533,628 Ronald Pauli Former Chief Financial Officer (7) 2006 121,363 — — 89,544 — — 210,907 Nicole Williams Former Executive Vice President and Chief Financial Offi (July 19th, 2007)
Abraxis BioScience, Inc. – ABRAXIS BIOSCIENCE ANNOUNCES PLAN TO SEPARATE INTO TWO INDEPENDENT PUBLIC COMPANIES (July 2nd, 2007)• Abraxis BioScience will separate its hospital-based business, to be named APP, from its proprietary business, which will retain the name Abraxis BioScience
Abraxis BioScience, Inc. – 11755 Wilshire Blvd., 20th Floor Los Angeles, CA 90025 News Release (May 11th, 2007)LOS ANGELES, Calif. (May 10, 2007) – Abraxis BioScience, Inc. (NASDAQ:ABBI), an integrated, global biopharmaceutical company, today reported unaudited financial results for the first quarter ended March 31, 2007.
Abraxis BioScience, Inc. – 11755 Wilshire Blvd., 20th Floor Los Angeles, CA 90025 News Release (May 10th, 2007)LOS ANGELES, Calif. (May 10, 2007) – Abraxis BioScience, Inc. (NASDAQ:ABBI), an integrated, global biopharmaceutical company, today reported unaudited financial results for the first quarter ended March 31, 2007.
Abraxis BioScience, Inc. – RETENTION AGREEMENT (March 1st, 2007)This RETENTION AGREEMENT (the “Retention Agreement”), dated as of November 20, 2006 (the “Effective Date”), is entered into by and between Abraxis BioScience, Inc., a Delaware corporation (the “Company”), and Frank Harmon (the “Employee”).
Abraxis BioScience, Inc. – RETENTION AGREEMENT (March 1st, 2007)This RETENTION AGREEMENT (the “Retention Agreement”), dated as of November 20, 2006 (the “Effective Date”), is entered into by and between Abraxis BioScience, Inc., a Delaware corporation (the “Company”), and Thomas Silberg (the “Employee”).
Abraxis BioScience, Inc. – ABRAXIS BIOSCIENCE REPORTS RECORD REVENUE OF $765 MILLION IN 2006 VERSUS $521 MILLION FOR 2005 Fourth Quarter 2006 Revenue Totals a Record $257 Million versus $146 Million in the Prior Year Period Fourth Quarter Adjusted Earnings Per Share Increases to $0.29 versus $0.09 in the Prior Year Period; GAAP Earnings Per Share for the Fourth Quarter Increases to $0.18 versus $0.02 in the Prior Year Period (February 26th, 2007)LOS ANGELES, Calif. (February 26, 2007) – Abraxis BioScience, Inc. (NASDAQ:ABBI), an integrated, global biopharmaceutical company, today reported financial results for the full year and fourth quarter ended December 31, 2006.
Abraxis BioScience, Inc. – AIRCRAFT PURCHASE AND SALE AGREEMENT (November 9th, 2006)THIS AIRCRAFT PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of June 23, 2006, by and between Jets Ejecutivos, S.A. DE C.V., a Mexican corporation (“Seller”), and Dr. Patrick Soon-Shiong (“Buyer”).
Abraxis BioScience, Inc. – STANDARD FORM OFFICE LEASE BETWEEN CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity, the Landlord, AND AMERICAN BIOSCIENCE, INC., a California corporation the Tenant Dated: March 24, 2006 For Premises Located At 11755 Wilshire Boulevard Los Angeles, California (November 9th, 2006)This Standard Form Office Lease (this “Lease”) is made as of March 24, 2006 (the “Lease Date”), by CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity (“Landlord”), and AMERICAN BIOSCIENCE, INC., a California corporation (“Tenant”).
Abraxis BioScience, Inc. – AGREEMENT (August 10th, 2006)This AGREEMENT (this “Agreement”) is made and entered into as of April 18, 2006, by and between Abraxis BioScience, Inc. f/k/a American Pharmaceutical Partners, Inc., a Delaware corporation (the “Company”), and RSU Plan LLC (“RSU LLC”).
Abraxis BioScience, Inc. – ASSET PURCHASE AGREEMENT between ASTRAZENECA UK LIMITED and ABRAXIS BIOSCIENCE, INC. April 26, 2006 (August 10th, 2006)This Asset Purchase Agreement, dated April 26, 2006 (the “Agreement”), is entered into between AstraZeneca UK Limited, an English limited company (the “Seller”), and Abraxis Bioscience, Inc., a Delaware corporation (the “Purchaser”).
Abraxis BioScience, Inc. – AzstaZeneca UK Limited (August 10th, 2006)Re: Asset Purchase Agreement between AstraZeneca UK Limited (“AZ”) and Abraxis Bioscience, Inc. (“ABBI”) dated April 26, 2006 (the “Agreement”)
Abraxis BioScience, Inc. – CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT MARKED [***] HAVE BEEN REDACTED AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. MANUFACTURING AND SUPPLY AGREEMENT (August 10th, 2006)This MANUFACTURING AND SUPPLY AGREEMENT (“Agreement”) is made as of this 28th day of June, 2006, (the “Effective Date”) by and between ASTRAZENECA, LP, a Delaware limited partnership having a principal place of business at 1800 Concord Pike, Wilmington, Delaware, 19850, (“AZ”) and ABRAXIS BIOSCIENCE, INC., a Delaware corporation having a place of business at 11777 San Vincente Blvd., Suite 550, Los Angeles, CA 90049 (“ABBI”).
