Exhibit 10.5
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.
EXECUTION COPY
MANUFACTURING AGREEMENT
BETWEEN
NEW ABRAXIS, INC.
(TO BE RENAMED ABRAXIS BIOSCIENCE, INC.)
AND
APP PHARMACEUTICALS, LLC
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.
MANUFACTURING AGREEMENT
THIS MANUFACTURING AGREEMENT (this “ Agreement ”) is made by and between New Abraxis, Inc., to be renamed
Abraxis BioScience, Inc., a Delaware corporation (“ NEW ALPHA ”), and APP Pharmaceuticals, LLC, a Delaware limited liability
company (“ GENERICO ”), as of this 13 day of November, 2007 (the “ Effective Date ”).
RECITALS
A. NEW ALPHA or one or more its subsidiaries has developed and owns the rights to the Product and the Pipeline Products
(both as defined below).
B. GENERICO has the capabilities, facilities and equipment designed for and capable of performing the Generico Manufacturing
(as defined below) with respect to the Product and the Pipeline Products, and GENERICO desires to perform such Generico
Manufacturing upon the terms and conditions contained herein.
AGREEMENT
NOW, THEREFORE, in consideration of the above Recitals, the mutual covenants and agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby
agree as follows:
1. Definitions . For purposes of this Agreement, in addition to other defined terms set forth in this Agreement, the terms set
forth below will have the following meanings:
1.1 “ Action ” means any actual or threatened claim, suit, demand, arbitration, hearing, inquiry, proceeding, complaint,
charge or investigation by or before any court, Regulatory Authority or arbitrator.
1.2 “ Affiliate ”