0001193125-08-059089 Sample Contracts

LEASE AGREEMENT between ABRAXIS BIOSCIENCE, LLC and APP PHARMACEUTICALS, LLC
Lease Agreement • March 17th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

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”).

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Contract
Manufacturing Agreement • March 17th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

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.

SEPARATION AND DISTRIBUTION AGREEMENT among APP PHARMACEUTICALS, INC. (f/k/a GENERICO HOLDINGS, INC.) APP PHARMACEUTICALS, LLC ABRAXIS BIOSCIENCE, LLC and NEW ABRAXIS, INC. (to be renamed ABRAXIS BIOSCIENCE, INC.) Dated as of November 13, 2007
Separation and Distribution Agreement • March 17th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of November 13th, 2007, is among APP Pharmaceuticals, Inc., a Delaware corporation formerly known as Generico Holdings, Inc. (“Gholdco”), APP Pharmaceuticals, LLC, a Delaware limited liability company (“Generico”) (Gholdco and Generico, together, 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, together, the “Alpha Parties”).

TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • March 17th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

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”).

EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • March 17th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

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”).

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,...
Credit Agreement • March 17th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

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.

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