THIS AGREEMENT by and among APP Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), Frank Harmon
(the “ Executive ”) and, solely for the purposes of guaranteeing the Company’s obligations under Section 5 of this Agreement,
Fresenius SE, a societas europaea organized under the laws of Germany, (the “ Parent ”) for purposes of Section 5, is dated as
of September 10, 2008.
WHEREAS, on September 10, 2008, the Company became an indirect subsidiary of the Parent;
WHEREAS, the Company desires to have the Executive continue to serve as the Company’s Chief Operating Officer, on
the terms and conditions set forth in this Agreement;
WHEREAS, the Executive desires to accept such service, subject to the terms and conditions of this Agreement;
WHEREAS, the Executive and the Company are parties to a retention agreement dated as of May 23, 2008 (the “ Retention
Agreement ”); and
WHEREAS, this Agreement shall wholly-replace and supersede the Retention Agreement in its entirety.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is mutually acknowledged, the Company and the Executive
(individually, a “ Party ” and together, the “ Parties ”) agree as follows:
1. Effective Date . The “ Effective Date ” shall mean September 10, 2008.
2. Employment Period . The Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees
to continue to be employed by the Company, subject to the terms and conditions of this Agreement, for a period commencing
on the Effective Date and ending on December 31, 2011, unless earlier terminated as provided herein.
Notwithstanding the foregoing, commencing on January 1, 2012, and each January 1 thereafter (each, an “Extension
Effective Date”), the term of this Agreement shall be extended, without further action by the Company or the Executive, for
successive periods of twelve months