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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2004



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission file number 0-31781



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American Pharmaceutical Partners, Inc.

(Exact name of registrant as specified in its charter)



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|                                               |  |                                     
|---------------------------------------------- |  | ------------------------------------
|Delaware                                       |  | 68-0389419                          
|(State of Incorporation)                       |  | (I.R.S. Employer Identification No.)
|                                               | 
|1101 Perimeter Drive, Suite 300 Schaumburg, IL |  | 60173                               
|(Address of principal executive offices)       |  | (Zip Code)                          



(847) 969-2700

(Registrants telephone number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as determined by rule 12b-2 of the Exchange Act).    Yes  x    No ̈



As of May 3, 2004, the registrant had 70,296,530 shares of $0.001 par value common stock outstanding.



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##### Table of Contents

American Pharmaceutical Partners, Inc.



INDEX



|                              |  |                                                                                             |  |     
|----------------------------- |  | ------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                             |  | Page
|PART I.
Financial Information |  |                                                                                            
|                              |  |                                                                                            
|Item 1.                       |  | Financial Statements (Unaudited)                                                            |  |     
|                              |  |                                                                                            
|                              |  | Condensed consolidated balance sheets  March 31, 2004 and December 31, 2003                |  | 3   
|                              |  |                                                                                            
|                              |  | Condensed consolidated statements of income  Three months ended March 31, 2004 and 2003    |  | 4   
|                              |  |                                                                                            
|                              |  | Condensed consolidated statements of cash flows Three months ended March 31, 2004 and 2003 |  | 5   
|                              |  |                                                                                            
|                              |  | Notes to condensed consolidated financial statements  March 31, 2004                       |  | 6   
|                              |  |                                                                                            
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations       |  | 14  
|                              |  |                                                                                            
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                  |  | 25  
|                              |  |                                                                                            
|Item 4.                       |  | Controls and Procedures                                                                     |  | 26  
|                              | 
|PART II.
Other Information    |  |                                                                                            
|                              |  |                                                                                            
|Item 1.                       |  | Legal Proceedings                                                                           |  | 27  
|                              |  |                                                                                            
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                            |  | 28  
|                              | 
|Signatures                    |  | 29                                                                                         



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PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



American Pharmaceutical Partners, Inc.



Condensed Consolidated Balance Sheets



|                                                                                                                                      |  |               |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                      |  | March 31,2004 |         |   | December 31,2003 |  
|(in thousands, except share data)                                                                                                     |  | (Unaudited)   |         |   | (Note 1)         |  
|                                                                                                                                      |  |              
|Assets                                                                                                                                |  |               |         |   |                  |   |         |  
|Current assets:                                                                                                                       |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                             |  | $             | 54,323  |   |                  | $ | 58,625  |  
|Accounts receivable, net                                                                                                              |  |               | 29,347  |   |                  |   | 31,402  |  
|Inventories                                                                                                                           |  |               | 119,368 |   |                  |   | 110,384 |  
|Prepaid expenses and other current assets                                                                                             |  |               | 7,004   |   |                  |   | 7,340   |  
|Deferred income taxes                                                                                                                 |  |               | 7,948   |   |                  |   | 7,948   |  
|                                                                                                                                      |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                                  |  |               | 217,990 |   |                  |   | 215,699 |  
|Property, plant and equipment, net                                                                                                    |  |               | 80,820  |   |                  |   | 77,340  |  
|Investment in Drug Source Co., LLC                                                                                                    |  |               | 4,308   |   |                  |   | 5,166   |  
|Product license rights and other non-current assets, net                                                                              |  |               | 3,341   |   |                  |   | 3,027   |  
|Deferred financing costs, net                                                                                                         |  |               | 2,340   |   |                  |   | 2,553   |  
|                                                                                                                                      |  |               |         |   |                  |   |         |  
|Total assets                                                                                                                          |  | $             | 308,799 |   |                  | $ | 303,785 |  
|                                                                                                                                      |  |               |         |   |                  |   |         |  
|Liabilities and stockholders equity                                                                                                  |  |               |         |   |                  |   |         |  
|Current liabilities:                                                                                                                  |  |               |         |   |                  |   |         |  
|Accounts payable                                                                                                                      |  | $             | 20,816  |   |                  | $ | 26,560  |  
|Accrued expenses                                                                                                                      |  |               | 23,705  |   |                  |   | 29,120  |  
|                                                                                                                                      |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                                             |  |               | 44,521  |   |                  |   | 55,680  |  
|Deferred income taxes                                                                                                                 |  |               | 2,044   |   |                  |   | 2,044   |  
|                                                                                                                                      |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                                                     |  |               | 46,565  |   |                  |   | 57,724  |  
|                                                                                                                                      |  |              
|Stockholders equity                                                                                                                  |  |               |         |   |                  |   |         |  
|Common stock - $.001 par value; 100,000,000 shares authorized, 76,886,675 and 76,514,964 shares issued in 2004 and 2003,
respectively |  |               | 77      |   |                  |   | 77      |  
|Additional paid-in capital                                                                                                            |  |               | 205,888 |   |                  |   | 201,009 |  
|Amounts due from American BioScience, Inc.                                                                                            |  |               | (21,538 | ) |                  |   | (21,132 | )
|Deferred stock-based compensation                                                                                                     |  |               | (1,360  | ) |                  |   | (1,309  | )
|Retained earnings                                                                                                                     |  |               | 135,319 |   |                  |   | 123,550 |  
|Accumulated other comprehensive income                                                                                                |  |               | 122     |   |                  |   | 140     |  
|Less treasury stock at cost, 6,646,398 common shares in 2004 and 2003                                                                 |  |               | (56,274 | ) |                  |   | (56,274 | )
|                                                                                                                                      |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                                                            |  |               | 262,234 |   |                  |   | 246,061 |  
|                                                                                                                                      |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                            |  | $             | 308,799 |   |                  | $ | 303,785 |  
|                                                                                                                                      |  |               |         |   |                  |   |         |  



See notes to condensed consolidated
financial statements.



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American Pharmaceutical Partners, Inc.



Condensed Consolidated Statements of Income

(Unaudited)



|                                                                                    |  |                                      |        |   |      |   |        |  
|----------------------------------------------------------------------------------- |  | ------------------------------------ | ------ | - | ---- | - | ------ | -
|                                                                                    |  | Three Months EndedMarch 31,          |       
|                                                                                    |  | 2004                                 |        |   | 2003 |  
|                                                                                    |  | (in thousands, exceptper share data) |       
|Net sales                                                                           |  | $                                    | 89,178 |   |      | $ | 81,345 |  
|Cost of sales                                                                       |  |                                      | 44,791 |   |      |   | 35,185 |  
|                                                                                    |  |                                      |        |   |      |   |        |  
|Gross profit                                                                        |  |                                      | 44,387 |   |      |   | 46,160 |  
|Operating expenses:                                                                 |  |                                      |        |   |      |   |        |  
|Research and development                                                            |  |                                      | 7,051  |   |      |   | 6,076  |  
|Selling, general and administrative                                                 |  |                                      | 18,579 |   |      |   | 11,320 |  
|Stock-based compensation                                                            |  |                                      | 386    |   |      |   | 422    |  
|Equity in net income of Drug Source Co., LLC                                        |  |                                      | (455   | ) |      |   | (104   | )
|                                                                                    |  |                                      |        |   |      |   |        |  
|Total operating expenses                                                            |  |                                      | 25,561 |   |      |   | 17,714 |  
|                                                                                    |  |                                      |        |   |      |   |        |  
|Income from operations                                                              |  |                                      | 18,826 |   |      |   | 28,446 |  
|Interest income                                                                     |  |                                      | 429    |   |      |   | 466    |  
|Interest expense and other                                                          |  |                                      | (30    | ) |      |   | (6     | )
|                                                                                    |  |                                      |        |   |      |   |        |  
|Income before income taxes                                                          |  |                                      | 19,225 |   |      |   | 28,906 |  
|Provision for income taxes                                                          |  |                                      | 7,456  |   |      |   | 11,851 |  
|                                                                                    |  |                                      |        |   |      |   |        |  
|Net income                                                                          |  | $                                    | 11,769 |   |      | $ | 17,055 |  
|                                                                                    |  |                                      |        |   |      |   |        |  
|Income per common share:                                                            |  |                                      |        |   |      |   |        |  
|Basic                                                                               |  | $                                    | 0.17   |   |      | $ | 0.24   |  
|                                                                                    |  |                                      |        |   |      |   |        |  
|Diluted                                                                             |  | $                                    | 0.16   |   |      | $ | 0.23   |  
|                                                                                    |  |                                      |        |   |      |   |        |  
|Interest income includes interest earned from American BioScience, Inc. as follows: |  | $                                    | 278    |   |      | $ | 315    |  
|                                                                                    |  |                                      |        |   |      |   |        |  



See notes to condensed consolidated
financial statements.



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American Pharmaceutical Partners, Inc.



Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                            |  |                             |         |   |      |   |         |  
|------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                            |  | Three Months EndedMarch 31, |        
|                                                                                            |  | 2004                        |         |   | 2003 |  
|                                                                                            |  | (in thousands)              |        
|Cash flows from operating activities:                                                       |  |                             |         |   |      |   |         |  
|Net income                                                                                  |  | $                           | 11,769  |   |      | $ | 17,055  |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                             |         |   |      |   |         |  
|Depreciation                                                                                |  |                             | 2,061   |   |      |   | 2,491   |  
|Amortization                                                                                |  |                             | 254     |   |      |   | 228     |  
|Stock-based compensation                                                                    |  |                             | 386     |   |      |   | 422     |  
|Deferred income taxes                                                                       |  |                             |        |   |      |   | (676    | )
|Equity in net income of Drug Source Company, LLC, net of dividends received                 |  |                             | 858     |   |      |   | (207    | )
|Income tax benefit on stock option exercises                                                |  |                             | 1,800   |   |      |   | 811     |  
|Changes in operating assets and liabilities:                                                |  |                             |         |   |      |   |         |  
|Accounts receivable, net                                                                    |  |                             | 2,055   |   |      |   | (703    | )
|Inventories                                                                                 |  |                             | (8,984  | ) |      |   | (4,140  | )
|Prepaid expenses and other current assets                                                   |  |                             | 336     |   |      |   | (964    | )
|Accounts payable and accrued expenses                                                       |  |                             | (10,759 | ) |      |   | 45      |  
|                                                                                            |  |                             |         |   |      |   |         |  
|Net cash provided by (used in) operating activities                                         |  |                             | (224    | ) |      |   | 14,362  |  
|                                                                                            |  |                            
|Cash flows from investing activities:                                                       |  |                             |         |   |      |   |         |  
|Purchases of property, plant and equipment                                                  |  |                             | (5,541  | ) |      |   | (3,592  | )
|Purchase of other non-current assets                                                        |  |                             | (354    | ) |      |   |        |  
|                                                                                            |  |                             |         |   |      |   |         |  
|Net cash used in investing activities                                                       |  |                             | (5,895  | ) |      |   | (3,592  | )
|                                                                                            |  |                            
|Cash flows from financing activities:                                                       |  |                             |         |   |      |   |         |  
|Proceeds from the exercise of stock options                                                 |  |                             | 1,237   |   |      |   | 657     |  
|Proceeds from the sale of stock under employee retirement and stock purchase plans          |  |                             | 1,004   |   |      |   | 427     |  
|(Increase) decrease in amounts due from American BioScience, Inc.                           |  |                             | (406    | ) |      |   | 122     |  
|Purchase of treasury stock                                                                  |  |                             |        |   |      |   | (19,999 | )
|                                                                                            |  |                             |         |   |      |   |         |  
|Net cash provided by (used in) financing activities                                         |  |                             | 1,835   |   |      |   | (18,793 | )
|Effect of foreign currency translation                                                      |  |                             | (18     | ) |      |   | 51      |  
|                                                                                            |  |                             |         |   |      |   |         |  
|Decrease in cash and cash equivalents                                                       |  |                             | (4,302  | ) |      |   | (7,972  | )
|Cash and cash equivalents at beginning of period                                            |  |                             | 58,625  |   |      |   | 39,771  |  
|                                                                                            |  |                             |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                                  |  | $                           | 54,323  |   |      | $ | 31,799  |  
|                                                                                            |  |                             |         |   |      |   |         |  



See notes to condensed consolidated
financial statements.



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AMERICAN PHARMACEUTICAL PARTNERS, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



March 31, 2004



(Unaudited)



(1) Basis of Presentation



The accompanying unaudited condensed consolidated financial statements of American
Pharmaceutical Partners, Inc. have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial
statements do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31,2004 are not necessarily indicative of the results that may be expected for the year ended December 31, 2004.



The balance sheet information at December 31, 2003 has been derived from the
audited financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles for complete financial statements.



A wholly owned subsidiary of American Pharmaceutical Partners holds a 50% interest in Drug Source Company, LLC. Drug Source Company is a
joint venture with three other partners established in June 2000 to purchase raw materials for resale to pharmaceutical companies, including us. Because our 50% interest in Drug Source Company does not provide financial or operational control of the
entity, we account for our interest in Drug Source Company under the equity method. Our equity in the net income of Drug Source Company, net of intercompany profit on purchases of inventory, is classified in operating expenses in the accompanying
condensed consolidated statements of income. Research and development expense includes purchases from Drug Source Company of $0.3 million and $0.2 million for the three months ended March 31, 2004 and 2003, respectively. Ending inventory included
raw material purchases from Drug Source Company of $0.7 million at March 31, 2004 and $0.8 million at December 31, 2003.



For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2003.



(2) Quarterly Periods



We use a 52-week, 53-week fiscal year that ends on the Saturday nearest to December 31. For
quarterly reporting purposes, the quarterly periods end on the Saturday nearest to the end of the quarter. For clarity of presentation, comparative periods are presented as if the quarters ended on March 31. Both of the three-month periods ended
March 31, 2004 and 2003 contained 13 weeks.



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(3) Earnings Per Share Information



The following tables set forth the computation of basic and diluted earnings per share for the periods indicated:



|                                                     |  |                                     |        |      |   |       
|---------------------------------------------------- |  | ----------------------------------- | ------ | ---- | - | ------
|                                                     |  | Three Months EndedMarch 31,        
|                                                     |  | 2004                                |        | 2003
|                                                     |  | (in thousands exceptper share data)
|Basic and dilutive numerator:                        |  |                                     |        |      |   |       
|Net income applicable to common stock                |  | $                                   | 11,769 |      | $ | 17,055
|                                                     |  |                                     |        |      |   |       
|Denominator:                                         |  |                                     |        |      |   |       
|Weighted-average common shares outstanding - basic   |  |                                     | 70,028 |      |   | 70,134
|Net effect of dilutive securities:                   |  |                                     |        |      |   |       
|Stock options and restricted stock awards            |  |                                     | 3,082  |      |   | 2,761 
|                                                     |  |                                     |        |      |   |       
|Weighted-average common shares outstanding - diluted |  |                                     | 73,110 |      |   | 72,895
|                                                     |  |                                     |        |      |   |       
|Income per common share - basic                      |  | $                                   | 0.17   |      | $ | 0.24  
|                                                     |  |                                     |        |      |   |       
|Income per common share - diluted                    |  | $                                   | 0.16   |      | $ | 0.23  
|                                                     |  |                                     |        |      |   |       



Employee stock options
for which the exercise price exceeded the average market price of our common stock were excluded from the computation of diluted income per common share as follows:



|                          |  |                                      |               |      |   |              
|------------------------- |  | ------------------------------------ | ------------- | ---- | - | -------------
|                          |  | Three months ended March 31,        
|                          |  | 2004                                 |               | 2003
|                          |  | (in thousands except per share data)
|Number of shares excluded |  |                                      | 55            |      |   | 35           
|Range of exercise prices  |  | $                                    | 36.53 -$38.37 |      | $ | 22.03 -$23.10



(4) Transactions with American
BioScience, Inc.



Product License and Manufacturing Agreements



We have secured the North American marketing and manufacturing rights for
ABRAXANE from American BioScience, Inc., which is
responsible for conducting the clinical studies of ABRAXANE.



In November 2001, we signed a perpetual
license agreement with American BioScience, Inc. under which we acquired the exclusive rights to market and sell ABRAXANE in North America for indications relating to breast, lung, ovarian, prostate and other cancers. Under the agreement, we made an initial payment to
American BioScience of $60.0 million and committed to future milestone payments contingent upon achievement of specified regulatory and sales objectives for licensed indications. American BioScience is responsible for conducting clinical studies in
support of ABRAXANE and for substantially all
costs associated with the development and obtaining regulatory approval for ABRAXANE, except that we provided $2.0 million of ABRAXANE for use in clinical trials, the cost of which we charged to research and development expense in 2001. We may receive revenue resulting from this agreement only after our launch of ABRAXANE in North America, which will not occur until after FDA
approval is obtained. Even though the FDA accepted American BioSciences NDA filing for ABRAXANE for metastatic breast cancer in May 2004, we cannot predict when the FDA will complete its review of the filing, or when or if the NDA may be approved. Any profit, as defined in the
license agreement, resulting from American Pharmaceutical Partners sales of ABRAXANE following approval would be shared equally between American BioScience and us.



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The terms of the license agreement were negotiated to reflect the value of the licensed product rights acquired, then in
late-stage development, American BioSciences remaining obligation to complete the NDA filing and the potential sales of the product under other licensed clinical indications. The license agreement was a product of several months of extensive
negotiation with American BioScience involving outside counsel, investment banks and a nationally recognized valuation firm. Based upon the analysis and recommendations of our advisors, we believe that the overall terms of the agreement were fair to
us, including in comparison to similar licenses between unrelated parties. The agreement was unanimously approved by the disinterested members of our Board of Directors, with those directors who also have an affiliation with American BioScience
recusing themselves from the vote. There are no restrictions on how American BioScience would use payments made under the license agreement and we understand such payments have been and will be used both to fund the development of ABRAXANE in relation to our licensed product rights and for
other purposes.



In December 2001, upon completion of our initial public
offering, we recorded an initial payment due American BioScience of $60.0 million. In our financial statements, the license agreement was accounted for as an asset contributed by a principal shareholder using the shareholders historical cost
basis which was zero, and the $60.0 million payment was accounted for as a distribution of stockholders equity. For income tax purposes, the payment was recorded as an asset and is being amortized over a 15-year period. Because there was no
corresponding charge to income, the income tax benefit of this payment is being credited to stockholders equity as realized.



Future milestone payments which will be earned upon achievement of regulatory events prior to FDA approval for each licensed indication will be expensed as achieved,
while regulatory milestone payments earned upon FDA approval of those indications will be capitalized and amortized over the expected life of the product. Any future sales-based milestone payments will be expensed in the period in which the sales
milestone is achieved.



On May 10, 2004 we announced that the FDA had accepted,
meaning that the FDA found the NDA complete on its face in all respects, American BioSciences NDA filing for the first potential ABRAXANE indication being studied, metastatic breast cancer. This FDA acceptance triggers a $10.0 million milestone payment to American BioScience which we will
expense and pay in the second quarter of 2004. Additionally, upon FDA approval of the NDA for metastatic breast cancer, we will be required to pay American BioScience an additional $15.0 million which will be capitalized and amortized over the
expected life of the product, subject to periodic review for impairment. Regulatory achievements related to other licensed indications under study, including lung, ovarian and prostate cancers, will trigger further milestone payments to American
BioScience, but only after ABRAXANE has received
NDA approval related to the breast cancer indication. Such payments generally total $17.5 million per agreed indication. As with the indication of breast cancer, those payments earned prior to FDA approval for each indication will be expensed, while
amounts earned upon FDA approval of those indications will be capitalized and amortized over the expected life of the product. We have the option not to make one or more of the milestone payments tied to indications under study if, following breast
cancer approval, sales of the product do not meet specified levels.



Subsequent
to FDA approval of ABRAXANE and upon achievement
of major annual ABRAXANE sales milestones, we
would be required to make additional payments which, in the aggregate, could total $110.0 million should annual ABRAXANE sales exceed $1.0 billion. The first sales milestone payment of $10.0 million would be triggered upon achievement of annual calendar year ABRAXANE
sales in excess of $200.0 million. Sales milestone payments will be expensed in the period in which the sales milestone is achieved.



Under the license agreement, any profit on ABRAXANE sales in North America would be shared equally between American BioScience and us. The license agreement defines profit as ABRAXANE net sales less cost of goods sold, selling expenses
(including pre-launch production and other expenses which we will continue to expense as incurred, but which will be accumulated and charged against first profit under the agreement) and an allocation of related general and administrative expenses.
We will expense American BioSciences share of any profit earned in our statements of income. Any costs and expenses related to product recalls and product liability claims generally will be split equally between American BioScience and us and
expensed as incurred.



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In November 2001, along with the license agreement for ABRAXANE, we also entered into a manufacturing agreement with American BioScience under which
we agreed to manufacture ABRAXANE for American
BioScience and its licensees for sales outside North America. Under this agreement, we have the exclusive right to manufacture ABRAXANE for sales in North America for a period of three years and the non-exclusive right to manufacture ABRAXANE for sales (a) outside North America and (b) in North America after expiration of the
three year exclusivity period. We will charge American BioScience and its licensees a customary margin on our manufacturing costs based on whether the product will be used for clinical trials or commercial sale. The initial term of this agreement is
ten years and may be extended for successive two-year terms by American BioScience.



Loans to American BioScience, Inc.



Prior to our licensing of
ABRAXANE in November 2001, we made loans to
American BioScience, our majority shareholder, to support development of ABRAXANE. Subsequent to formalization of the license and manufacturing agreements on December 14, 2001, we received a demand promissory note, which replaced prior notes, from American BioScience for the outstanding
loan balance (Demand Note). The Demand Note is capped at $23.0 million and bears interest at a rate equal to the rate of interest on our credit facility, 5.25% at March 31, 2004. American BioScience is required to repay any amounts
outstanding under the Demand Note by the earlier of November 20, 2006 or our cumulative payment of $75.0 million of profit on ABRAXANE to American BioScience. As security for American BioSciences obligations under the Demand Note, American BioScience pledged and granted to us a
security interest in shares of our common stock held by American BioScience having a fair market value equal to 120% of the balance of the Demand Note.



We charge payments made on American BioSciences behalf related to labor and other costs directly related to new product development, income taxes, interest and an
agreed allocation of administrative costs to the American BioScience loan account. A summary of activity in the amounts due from American BioScience, which is classified as a reduction of stockholders equity in the accompanying condensed
consolidated balance sheets, follows:



|                                           |  |                |        |                  |   |        |  
|------------------------------------------ |  | -------------- | ------ | ---------------- | - | ------ | -
|                                           |  | March 31,2004  |        | December 31,2003 |  
|                                           |  | (in thousands) |       
|Balance at beginning of year               |  | $              | 21,132 |                  | $ | 22,567 |  
|Payments on behalf of American BioScience: |  |                |        |                  |   |        |  
|New product development                    |  |                | 114    |                  |   | 1,229  |  
|Interest charged to American BioScience    |  |                | 278    |                  |   | 1,221  |  
|Other                                      |  |                | 14     |                  |   | 85     |  
|Reductions in lieu of income tax liability |  |                |       |                  |   | (2,252 | )
|Repayments by American Bioscience          |  |                |       |                  |   | (1,718 | )
|                                           |  |                |        |                  |   |        |  
|                                           |  | $              | 21,538 |                  | $ | 21,132 |  
|                                           |  |                |        |                  |   |        |  



American BioScience



We are a majority owned subsidiary of American BioScience. American BioScience is a
privately held biotechnology company focused on the discovery, development and delivery of next-generation therapeutic compounds including ABRAXANE and a variety of biologically active molecules, already existing within the human biological system, for the treatment of life-threatening diseases.
American BioSciences employees, administration and research facilities are independent, separate and distinct from our



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operations. Except for our President, Chief Executive Officer and Chairman of our Board of Directors, Patrick
Soon-Shiong, M.D., no full time employee of American BioScience is also an employee of ours. Even though Dr. Soon-Shiong is also the president, chief financial officer and a director of American BioScience, we believe that compensation paid to Dr.
Soon-Shiong by us is commensurate with his duties to us.



Under the license
agreement, American BioScience is responsible for conducting clinical studies in support of ABRAXANE and for substantially all costs associated with the development and obtaining regulatory approval for ABRAXANE, for each indication licensed to us. Other than the $2.0 million of ABRAXANE that we provided American BioScience in 2001 for use in clinical trials, we have no
further obligation under the license agreement for the development or regulatory approval of ABRAXANE. Due to the multiple ABRAXANE indications which we license, American BioSciences obligations under the license agreement will be ongoing and we cannot predict when American BioScience will be able to complete
the development and regulatory approval of each of these indications.



American
BioScience began research and development work on its nanoparticle drug delivery platform, including ABRAXANE, in 1994. Prior to execution of the license agreement, American BioScience had completed multiple pre-clinical animal studies, two Phase I human studies and two Phase II clinical
studies. After execution of the license agreement, American BioScience completed a single Phase III clinical study in metastatic breast cancer as a basis for FDA approval and published the data from this Phase III study on December 5, 2003 at the
San Antonio Breast Cancer Symposium. In June 2003, American BioScience began the ABRAXANE NDA filing process with the pre-submission of the Pre-clinical and Chemistry, Manufacturing and Control sections of the NDA under the Fast Track designation granted ABRAXANE by the FDA earlier in 2003, completing the entire filing on March 8, 2004. On
May 10, 2004, we announced that American BioSciences NDA application for ABRAXANE had been accepted for filing with standard review by the FDA, indicating that the FDA had determined that the application is sufficiently complete to permit a substantive review. American BioScience is also
conducting a Phase II clinical trial to explore a weekly dosing regimen of ABRAXANE in metastatic breast cancer patients in which prior taxane therapy failed and is evaluating ABRAXANE in non-small cell lung, ovarian, melanoma and cervical cancers, the rights to which we have licensed. The results of these Phase I, II and III clinical
studies will be used in support of American BioSciences ABRAXANE NDA filing for indications and uses licensed to us by American BioScience, but this data may also support products currently in development by American BioScience for which we did not acquire any rights under the
license agreement.



(5) Inventories



Inventories consisted of the following:



|                |  |                |         |                  |   |        
|--------------- |  | -------------- | ------- | ---------------- | - | -------
|                |  | March 31, 2004 |         | December 31,2003
|                |  | (in thousands)
|Finished goods  |  | $              | 31,319  |                  | $ | 30,300 
|Work in process |  |                | 18,430  |                  |   | 15,948 
|Raw materials   |  |                | 69,619  |                  |   | 64,136 
|                |  |                |         |                  |   |        
|                |  | $              | 119,368 |                  | $ | 110,384
|                |  |                |         |                  |   |        



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(6) Accrued Liabilities



Accrued liabilities consisted of the following:



|                              |  |                |        |                  |   |       
|----------------------------- |  | -------------- | ------ | ---------------- | - | ------
|                              |  | March 31,2004  |        | December 31,2003
|                              |  | (in thousands)
|Sales and marketing           |  | $              | 9,035  |                  | $ | 8,932 
|Payroll and employee benefits |  |                | 4,436  |                  |   | 7,785 
|Legal and insurance           |  |                | 5,893  |                  |   | 6,383 
|Accrued income taxes          |  |                | 3,241  |                  |   | 4,498 
|Other                         |  |                | 1,100  |                  |   | 1,522 
|                              |  |                |        |                  |   |       
|                              |  | $              | 23,705 |                  | $ | 29,120
|                              |  |                |        |                  |   |       



(7) Credit Facility



Our credit facility is comprised of a $50.0 million revolving line of credit which can be
increased to $75.0 million at our request and expires December 14, 2006. There were no outstanding balances under the credit facility at March 31, 2004 and we have never drawn against our credit facility. The interest rate under the revolving line
equals the sum of an adjustable margin rate (1.25% March 31, 2004) plus the greater of the prime rate or the federal funds rate plus 0.5%. We also have the option of converting revolving line loans to the Eurocurrency rate, as defined.



Loans under the credit facility are collateralized by substantially all of our assets. The
credit facility prohibits us from paying cash dividends and includes various other covenants and restrictions. At March 31, 2004 we were in compliance with all covenants.



The credit facility limits the aggregate undrawn amount of all letters of credit and assesses a 3.75% fee on the face amount of commercial
and standby letters of credit. The letters of credit are payable on demand. There were no outstanding letters of credit at March 31, 2004 and we have never drawn a letter of credit under the facility.



No interest expense was capitalized during the three month period ended March 31, 2004.



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(8) Stock Options and Restricted Stock



During the three months ended March 31, 2004, options for the purchase of 135,250 shares of our common stock were granted at a weighted
average exercise price of $32.60 and options for 260,605 shares were exercised at an a weighted average exercise price of $4.41. Stock-based compensation charges were $0.4 million for each of the three months ended March 31, 2004 and 2003.



The following table illustrates the pro forma effect on net income and income
per common share had we applied the fair value recognition provisions of Statement of Financial Accounting Standards No. 123 Accounting for Stock-Based Compensation:



|                                                                                                                                                |  |                                      |        |   |      |   |        |  
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ------ | - | ---- | - | ------ | -
|                                                                                                                                                |  | Three Months EndedMarch 31,          |       
|                                                                                                                                                |  | 2004                                 |        |   | 2003 |  
|                                                                                                                                                |  | (in thousands, exceptper share data) |       
|Net income, as reported                                                                                                                         |  | $                                    | 11,769 |   |      | $ | 17,055 |  
|Add: Stock-based employee compensation expense included in reported net income, net of related tax effects                                      |  |                                      | 237    |   |      |   | 248    |  
|Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax
effects |  |                                      | (1,074 | ) |      |   | (680   | )
|                                                                                                                                                |  |                                      |        |   |      |   |        |  
|Pro forma net income                                                                                                                            |  | $                                    | 10,932 |   |      | $ | 16,623 |  
|                                                                                                                                                |  |                                      |        |   |      |   |        |  
|Net income per common share:                                                                                                                    |  |                                      |        |   |      |   |        |  
|Basic - as reported                                                                                                                             |  | $                                    | 0.17   |   |      | $ | 0.24   |  
|Basic - pro forma                                                                                                                               |  | $                                    | 0.16   |   |      | $ | 0.24   |  
|                                                                                                                                                |  |                                     
|Diluted - as reported                                                                                                                           |  | $                                    | 0.16   |   |      | $ | 0.23   |  
|Diluted - pro forma                                                                                                                             |  | $                                    | 0.15   |   |      | $ | 0.23   |  



(9) Treasury Stock



On April 24, 2003, our Board of Directors amended our stock repurchase program to
authorize, from time-to-time, the repurchase of up to an additional $20.0 million of our common stock through open market purchases and/or privately negotiated transactions. No repurchases have been made under the April 24, 2003 authorization. Prior
to any repurchases under this authorization, we will need to obtain the consent of our lenders under the terms of our credit facility, as a previously granted consent has expired without any repurchases having taken place under that consent.



(10) Litigation



In October and November of 2003, several purported federal securities class action lawsuits
were filed against us, four of our officers, and American BioScience, Inc. in the United States District Court for the Northern District of Illinois. The complaints allege violations of Section 10(b) and Section 20(a) of the Securities Exchange Act
of 1934, and rule 10b-5, principally relating to purportedly false and misleading statements made by us regarding ABRAXANE. Management believes that these claims are without merit and intends to vigorously defend against these claims.



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Additionally, in December 2003 a purported shareholder derivative class action was filed in the Circuit Court of Cook
County, Illinois, Chancery Division against each member of our Board of Directors and one non-director executive officer. The Company is a nominal defendant in this lawsuit, which alleges claims relating to essentially the same purported misleading
statements that are at issue in the pending securities class action lawsuits. In the securities class action lawsuits, the Company denies making any misleading statements. The derivative complaint also alleges claims relating to stock transactions
by certain of the director and officer defendants. The Company believes that there are many defects in this complaint and intends to vigorously defend this action.



We are from time to time subject to claims and litigation arising in ordinary courses of business. These claims have included assertions
that the our products infringe existing patents and also claims that the use of our products has caused personal injuries. We intend to defend vigorously any such litigation that may arise under all defenses that would be available to the us. In the
opinion of management, the ultimate outcome of proceedings of which management is aware, will not have a material adverse effect on our consolidated financial position or results of operations.



(11) Net Sales by Product Line



Net sales by product line is as follows:



|                       |  |                             |        |      |   |       
|---------------------- |  | --------------------------- | ------ | ---- | - | ------
|                       |  | Three Months EndedMarch 31,
|                       |  | 2004                        |        | 2003
|                       |  | (in thousands)             
|Oncology               |  | $                           | 19,240 |      | $ | 19,326
|Anti-infective         |  |                             | 29,027 |      |   | 22,356
|Critical care          |  |                             | 39,168 |      |   | 38,141
|Contract manufacturing |  |                             | 1,632  |      |   | 1,292 
|Other                  |  |                             | 111    |      |   | 230   
|                       |  |                             |        |      |   |       
|                       |  | $                           | 89,178 |      | $ | 81,345
|                       |  |                             |        |      |   |       



(12) Enterprise Resource Planning
System



In March 2002, we entered into various licensing and support
agreements for the implementation of a new enterprise resource planning (ERP) business system application. Through March 31, 2004, we had capitalized $14.6 million in construction in progress for license fees, hardware and other costs related to
this project.



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##### Table of Contents

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Note Regarding Forward-Looking Statements



Statements contained in this Quarterly Report on Form 10-Q, which are not historical facts, are forward-looking statements, as the term is defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements, whether expressed or implied, are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of
factors, which include, but are not limited to:



| |  | the timing of and costs associated with the expected launch of ABRAXANE;
| | - | -------------------------------------------------------------------------



| |  | the timing of any approvals of any ongoing or future NDA applications for ABRAXANE;
| | - | ------------------------------------------------------------------------------------



| |  | the acceptance of and demand for our existing and new pharmaceutical products;
| | - | ------------------------------------------------------------------------------



| |  | the impact of competitive products and pricing;
| | - | -----------------------------------------------



| |  | the ability to successfully manufacture products in an efficient, time-sensitive and cost effective manner;
| | - | -----------------------------------------------------------------------------------------------------------



| |  | the impact on our products and revenues of patents and other proprietary rights licensed or owned by us, our competitors and other third parties;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  | our ability, and that of our suppliers, to comply with laws, regulations, and standards, and the application and interpretation of those laws, regulations, and standards, that
govern or affect the pharmaceutical industry, the non-compliance with which may delay or prevent the sale of our products;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the difficulty in predicting the timing or outcome of product development efforts and regulatory approvals;
| | - | -----------------------------------------------------------------------------------------------------------



Forward-looking statements also include the assumptions underlying or relating to any of the
foregoing or other such statements. When used in this report, the words may, will, should, could, expect, plan, anticipate, believe,
estimate, predict, continue, and similar expressions are generally intended to identify forward-looking statements.



Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect managements opinions only as of the date hereof. We undertake
no obligation to revise or publicly release the results of any revision to these forward-looking statements.



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##### Table of Contents

OVERVIEW



The overview section of Managements Discussion and Analysis of Financial Conditions and Results of Operations (MD&A) is designed to
provide the reader with summary level information on: our history, strategy, highlights of our first-quarter 2004 results and an update on our outlook for the remainder of 2004. Following this overview the first-quarter 2004 MD&A is organized as
follows:



| |  | a discussion of our operating results,
| | - | --------------------------------------



| |  | a review of factors impacting our liquidity and cash flow,
| | - | ----------------------------------------------------------



| |  | a discussion of accounting policies and estimates critical to an understanding of the assumptions and judgments incorporated in our financial results,
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | information on the license and manufacturing agreements underlying our proprietary oncology product candidate, ABRAXANE.
| | - | -------------------------------------------------------------------------------------------------------------------------



The MD&A should be read in conjunction with our 2003 Annual Report on Form 10-K, including Item 1: Business;
Item 6: Selected Financial Data; and Item 8: Financial Statements and Supplemental Data.



Background



We were incorporated in Delaware in 2001 and are a majority owned subsidiary of American BioScience, Inc., a California corporation. At March 31, 2004,
American BioScience owned 47,984,160 shares, or 68.3%, of our outstanding common stock.



We are a specialty pharmaceutical company that develops, manufactures and markets injectable pharmaceutical products. We believe that we are the only independent U.S. public company with a primary focus on the
injectable oncology, anti-infective and critical care markets, and we further believe that we offer one of the most comprehensive injectable product portfolios in the pharmaceutical industry. We manufacture products in each of the three basic forms
in which injectable products are sold: liquid, powder and lyophilized, or freeze-dried. Although we intend to manufacture and market proprietary injectable pharmaceutical products, substantially all of our past net sales have been derived from
generic injectable pharmaceutical products.



We began in 1996
with an initial focus on U.S. marketing and distribution of generic pharmaceutical products manufactured by others. In June 1998, we acquired Fujisawa USA, Inc.s generic injectable pharmaceutical business including manufacturing facilities in
Melrose Park, Illinois and Grand Island, New York and our research and development facility in Melrose Park, Illinois. We also acquired additional assets in this transaction, including inventories, plant and equipment and abbreviated new drug
applications that were approved by and pending with the FDA. We have derived substantially all of our revenue since the acquisition from the sale of products manufactured in the facilities acquired from Fujisawa.



In November 2001, we obtained the exclusive North American rights to
manufacture and sell ABRAXANE, formerly known as
ABI-007, a proprietary nanoparticle injectable oncology product that is a patented formulation of paclitaxel. Paclitaxel is the active ingredient in Taxol®, one of the worlds top selling cancer drugs. A multi-center Phase III clinical trial of ABRAXANE in the treatment of metastatic breast cancer, or breast cancer that has spread to
other parts of the body, was completed in 2003 and American BioScience completed the submission of the New Drug Application (NDA) filing, under Fast Track designation, in March 2004. On May 10, 2004, we announced that American
BioSciences NDA application for ABRAXANE had been accepted for filing with standard review by the FDA, indicating that the FDA had determined that the application is sufficiently complete to permit a substantive review.



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##### Table of Contents

Strategy



Our goal is to expand upon our position as an industry leader in the development, manufacture, sale and distribution of injectable pharmaceutical
products, with an intent of offering a broad portfolio of injectable products affecting every aspect of hospital care. Key elements of our strategy include:



| |  | Continue to focus on new, higher-margin injectable product opportunities, including: our proprietary oncology product candidate, ABRAXANE; generic opportunities as products approach patent expiry; low molecular weight
heparins; and, as the FDA regulatory environment evolves, biologic generic products.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Maintain and improve our current Good Manufacturing Practice (cGMP) product development and manufacturing capabilities and capacity to meet future market needs and
evolving regulatory requirements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Enhance our customer relationships with group purchasing organizations (GPOs), specialty distributors and end-user organizations by providing the service level, quality
and relationships expected by our customers, further enhanced by our breadth of product offering and sole supplier position for needed products.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Advance our strategic sourcing capabilities to obtain raw materials, intellectual property, technology and processes necessary to develop and manufacture both future and existing
products.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2004 First-quarter Highlights



| |  | Currently we have 20 Abbreviated New Drug Applications (ANDA) on file with the U.S. Food and Drug Administration (FDA) and have obtained three 2004
approvals, including one tentative approval, to date. Additionally, we anticipate the second-half 2004 launch of two significant products, Fluconazole and Carboplatin, for which we have received tentative approvals, pending only expiration of the
innovator patents and any exclusivity periods.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In the first quarter, we launched Steri-Tamp our unique tamper resistant vial seals designed to reduce dispensing errors and improve hospital patient safety and also launched, in
response to customer requests, Piperacillin, a narrow-spectrum antibiotic targeting pseudomonas, infections typically arising during inpatient hospitalization.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In late March, we signed a multi-year primary vendor contract with a major physician owned oncology Group Purchasing Organization (GPO), strengthening our position in
the oncology channel.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The ABRAXANE NDA filing was completed on March 8, 2004. On May 10, 2004, we announced that American BioSciences NDA application for ABRAXANE had been accepted for filing with standard review by the FDA, indicating that the FDA had determined that the
application is sufficiently complete to permit a substantive review. During the quarter, we continued to prepare for potential approval of the ABRAXANE NDA, filling our initial complement approximately 80 senior sales professionals, the majority having more than 10 years experience in oncology
with major pharmaceutical companies.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Three abstracts relating to ABRAXANE have been accepted for presentation at the June 2004 American Society of Clinical Oncology (ASCO) conference. These studies include two abstracts relating to weekly dosing
strategies, including: a Phase II study of weekly ABRAXANE administration in Taxol® and Taxotere®
refractory patients, Long Term Disease Control in Taxane-refractory Metastatic Breast Cancer Treated with nab Paclitaxel and; A Phase I Trial of ABI-007, Nanoparticle Paclitaxel Administered to Patients with Advanced Non-hematologic
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Malignancies. Also to be presented is a third study examining the Cost-effectiveness of
Nanoparticle Albumin-bound (nab) Paclitaxel (ABX) vs. Cremophor-based Paclitaxel (CP) in the Treatment of Metastatic Breast Cancer (MBC) designed to illustrate the potential pharma-economic cost savings of ABRAXANE as compared to Taxol®.



2004 Outlook



American Pharmaceutical Partners confirmed its prior guidance for the remainder of 2004 as follows:



| |  | We continue to expect that in 2004, core generic product sales will grow in excess of 20% over 2003, with the growth substantially driven by anticipated product launches in the
third and fourth quarters, including the launch of two products, Fluconazole and Carboplatin, for which we have obtained tentative approvals pending only expiration of the innovator patents, and any exclusivity periods;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We continue to anticipate that fiscal 2004 gross margins for the base business will be in the low to mid 50% range;
| | - | -------------------------------------------------------------------------------------------------------------------



| |  | We are preparing for potential approval of the ABRAXANE NDA and a possible fourth-quarter product launch. As such, we anticipate incurring ABRAXANE related development,
selling and marketing expenses of approximately $40 million over 2004. In addition, in the second quarter of 2004 we will pay and expense the $10.0 million milestone payment triggered by FDA acceptance of the ABRAXANE NDA. We also expect to
pay a $15.0 million milestone payment upon FDA approval of the NDA which would be capitalized and amortized over the estimated life of the product.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Even though the FDA accepted American BioSciences NDA filing for ABRAXANE for metastatic breast cancer in May
2004, we cannot predict when the FDA will complete its review of the filing or when or if the NDA will be approved. Any resulting profit, as defined in the license agreement, on North American sales of ABRAXANE for licensed indications would
be shared equally between American BioScience and us.



If
regulatory approval of ABRAXANE for metastatic
breast cancer in the United States is not obtained or is substantially delayed, we do not believe there will be any material accumulated adverse impact on earnings or cash flow as marketing and pre-launch costs (excluding inventory) are being
expensed as incurred and we would not be required to make any future payments for the achievement of regulatory milestones for any other indication. In addition, we anticipate that we would be able to recover a substantial portion of our investment
in paclitaxel raw material inventory; however, we expect that we would have to write-off any commercial ABRAXANE finished goods inventory, of which we currently have none. On March 11, 2004 we entered into an agreement with American BioScience under which the parties agreed to share certain costs
of any unsaleable ramp-up inventory of ABRAXANE
that is manufactured in preparation for its projected launch.



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##### Table of Contents

RESULTS OF OPERATIONS



Overview



The following table sets forth the results of our operations for the periods indicated and forms the basis for the following discussion of our operating
activities:



|                                             |  |                                                       |        |   |                               |   |        |   |  |   |        |   |  |      |   
|-------------------------------------------- |  | ----------------------------------------------------- | ------ | - | ----------------------------- | - | ------ | - |  | - | ------ | - |  | ---- | --
|                                             |  | Three Months EndedMarch 31,                           |        |   | Change Favorable(Unfavorable) |  
|                                             |  | 2004                                                  |        |   | 2003                          |   |        | $ |  |   | %      |  
|                                             |  | (in thousands, except per share data and percentages) |       
|Consolidated statement of income data:       |  |                                                       |        |   |                               |   |        |   |  |   |        |   |  |      |   
|Net sales                                    |  |                                                       |        |   |                               |   |        |   |  |   |        |   |  |      |   
|Critical care                                |  | $                                                     | 39,168 |   |                               | $ | 38,141 |   |  | $ | 1,027  |   |  | 3    | % 
|Anti-infective                               |  |                                                       | 29,027 |   |                               |   | 22,356 |   |  |   | 6,671  |   |  | 30   | % 
|Oncology                                     |  |                                                       | 19,240 |   |                               |   | 19,326 |   |  |   | (86    | ) |  |     | % 
|Contract manufacturing and other             |  |                                                       | 1,743  |   |                               |   | 1,522  |   |  |   | 221    |   |  | 15   | % 
|                                             |  |                                                       |        |   |                               |   |        |   |  |   |        |   |  |      |   
|Total net sales                              |  |                                                       | 89,178 |   |                               |   | 81,345 |   |  |   | 7,833  |   |  | 10   | % 
|Cost of sales                                |  |                                                       | 44,791 |   |                               |   | 35,185 |   |  |   | (9,606 | ) |  | (27  | )%
|                                             |  |                                                       |        |   |                               |   |        |   |  |   |        |   |  |      |   
|Gross profit                                 |  |                                                       | 44,387 |   |                               |   | 46,160 |   |  |   | (1,773 | ) |  | (4   | )%
|Percent to net sales                         |  |                                                       | 49.8   | % |                               |   | 56.7   | % |  |   |        |   |  |      |   
|Operating expenses:                          |  |                                                       |        |   |                               |   |        |   |  |   |        |   |  |      |   
|Research and development costs               |  |                                                       | 7,051  |   |                               |   | 6,076  |   |  |   | (975   | ) |  | (16  | )%
|Percent to net sales                         |  |                                                       | 7.9    | % |                               |   | 7.5    | % |  |   |        |   |  |      |   
|Selling, general and administrative expenses |  |                                                       | 18,579 |   |                               |   | 11,320 |   |  |   | (7,259 | ) |  | (64  | )%
|Percent to net sales                         |  |                                                       | 20.8   | % |                               |   | 13.9   | % |  |   |        |   |  |      |   
|Stock-based compensation                     |  |                                                       | 386    |   |                               |   | 422    |   |  |   | 36     |   |  | 9    | % 
|Gain on litigation settlements, net          |  |                                                       |       |   |                               |   |       |   |  |   |       |   |  |     |   
|Equity in net income of Drug Source Co., LLC |  |                                                       | (455   | ) |                               |   | (104   | ) |  |   | 351    |   |  | 338  | % 
|                                             |  |                                                       |        |   |                               |   |        |   |  |   |        |   |  |      |   
|Total operating expenses                     |  |                                                       | 25,561 |   |                               |   | 17,714 |   |  |   | (7,847 | ) |  | (44  | )%
|                                             |  |                                                       |        |   |                               |   |        |   |  |   |        |   |  |      |   
|Percent to net sales                         |  |                                                       | 28.7   | % |                               |   | 21.8   | % |  |   |        |   |  |      |   
|Operating income                             |  |                                                       | 18,826 |   |                               |   | 28,446 |   |  |   | (9,620 | ) |  | (34  | )%
|Percent to net sales                         |  |                                                       | 21.1   | % |                               |   | 35.0   | % |  |   |        |   |  |      |   
|Interest income                              |  |                                                       | 429    |   |                               |   | 466    |   |  |   | (37    | ) |  | (8   | )%
|Interest expense and other                   |  |                                                       | (30    | ) |                               |   | (6     | ) |  |   | (24    | ) |  | (400 | )%
|                                             |  |                                                       |        |   |                               |   |        |   |  |   |        |   |  |      |   
|Income before income taxes                   |  |                                                       | 19,225 |   |                               |   | 28,906 |   |  |   | (9,681 | ) |  | (33  | )%
|Provision for income taxes                   |  |                                                       | 7,456  |   |                               |   | 11,851 |   |  |   | 4,395  |   |  | 37   | % 
|                                             |  |                                                       |        |   |                               |   |        |   |  |   |        |   |  |      |   
|Net income                                   |  | $                                                     | 11,769 |   |                               | $ | 17,055 |   |  | $ | (5,286 | ) |  | (31  | )%
|                                             |  |                                                       |        |   |                               |   |        |   |  |   |        |   |  |      |   
|Percent to net sales                         |  |                                                       | 13.2   | % |                               |   | 21.0   | % |  |   |        |   |  |      |   
|Income per common share:                     |  |                                                       |        |   |                               |   |        |   |  |   |        |   |  |      |   
|Basic                                        |  | $                                                     | 0.17   |   |                               | $ | 0.24   |   |  |   |        |   |  |      |   
|Diluted                                      |  | $                                                     | 0.16   |   |                               | $ | 0.23   |   |  |   |        |   |  |      |   
|Weighted-average common shares outstanding:  |  |                                                       |        |   |                               |   |        |   |  |   |        |   |  |      |   
|Basic                                        |  |                                                       | 70,028 |   |                               |   | 70,134 |   |  |   |        |   |  |      |   
|Diluted                                      |  |                                                       | 73,110 |   |                               |   | 72,895 |   |  |   |        |   |  |      |   



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Operating Results



Net Sales



Net sales for the 2004 first quarter increased $7.8 million, or 10%, over the prior year first quarter with the increase due primarily to new product
launches during the prior 12 months, unit sales growth for certain products and strong demand for anti-infective products, partially offset by the impact of an extended plant maintenance shutdown and price declines on certain products. One of our
manufacturing facilities was closed early in the quarter for planned, yet longer than anticipated, upgrades to our manufacturing capabilities and facilities.



Gross Profit



As compared to the 2003 first quarter, gross profit declined $1.8 million, or 4%, in the 2004 first quarter, representing 49.8% of sales in the 2004
quarter as compared to 56.7% of sales in the first quarter of 2003. Gross profit margins declined primarily due to anticipated price declines on certain more recently launched products and the cost and sales impact of an extended seasonal plant
shut-down for more significant upgrade activity than in the 2003 first quarter.



Research and development (R&D)



First quarter 2004 R&D expense increased by $1.0 million, or 16%, as compared to the 2003 first quarter due to $2.1 million in ABRAXANE production development cost, partially offset by lower cost of raw materials used in other development activities due
principally to the timing of such work.



Selling, general
and administrative (SG&A)



As compared to
the 2003 first quarter, SG&A expense increased $7.3 million, or 64%, in the 2004 first quarter due to $5.0 million in sales and marketing start-up costs in anticipation of approval and launch of ABRAXANE, increased risk management costs and staffing requirements resulting from rapid growth
in the base business and increased technology infrastructure requirements. Excluding the investment in ABRAXANE pre-launch costs, SG&A for the core injectable business were 15.1% and 13.7% of sales in the 2004 and 2003 first quarters, respectively.



Other Operating Expenses



Stock-based compensation expense approximated the prior year first quarter
with such expense resulting primarily from the issuance, prior to our initial public offering, of stock based compensation for which the exercise price was less than the estimated fair value of common stock on the grant date.



Drug Source Company, LLC, is a 50% owned company, which acts as a selling
agent of raw material to the pharmaceutical industry, including APP. Our investment in Drug Source Company is intended to both generate a return on our investment and to strengthen our strategic sourcing capabilities over time. Because our 50%
ownership interest in Drug Source Company does not provide financial or operational control of Drug Source Company, we account for our interest in Drug Source Company under the equity method. Research and development expense includes purchases from
Drug Source Company of $0.3 million and $0.2 million in the 2004 and 2003 first quarters, respectively. Ending inventory included purchases from Drug Source Company of $0.7 million and $0.5 million at March 31, 2004 and 2003, respectively.



Interest income consists primarily of interest earned on the
intercompany note from American BioScience and interest earned on invested cash, with the first quarter 2004 decline as compared to the 2003 first quarter attributable to lower interest rates and a lower invested cash position.



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Provision for income taxes



Our effective income tax rate in the 2004 first quarter was 38.8% as compared to 41.0% in the comparable prior year quarter.
The lower effective rate is due primarily to favorable experience as a stand-alone tax entity.



LIQUIDITY AND CAPITAL RESOURCES



Overview



The following table summarizes key
elements of our financial position and sources and (uses) of cash and cash equivalents for the periods identified:



|                                                            |  |                             |         |   |                  |   |         |  
|----------------------------------------------------------- |  | --------------------------- | ------- | - | ---------------- | - | ------- | -
|                                                            |  | March 31,2004               |         |   | December 31,2003 |  
|                                                            |  | (in thousands)              |        
|Summary Financial Position:                                 |  |                             |         |   |                  |   |         |  
|Cash and cash equivalents                                   |  | $                           | 54,323  |   |                  | $ | 58,625  |  
|Working capital                                             |  |                             | 173,469 |   |                  |   | 160,019 |  
|Total assets                                                |  |                             | 308,799 |   |                  |   | 303,785 |  
|Long-term debt, including current portion                   |  |                             |        |   |                  |   |        |  
|Total stockholders equity                                  |  |                             | 262,234 |   |                  |   | 246,061 |  
|                                                            | 
|                                                            |  | Three Months EndedMarch 31, |        
|                                                            |  | 2004                        |         |   | 2003             |  
|                                                            |  | (in thousands)              |        
|Summary of Sources and (Uses) of Cash and Cash Equivalents: |  |                             |         |   |                  |   |         |  
|Operating activities                                        |  | $                           | (224    | ) |                  | $ | 14,362  |  
|Investing activities                                        |  |                             | (5,895  | ) |                  |   | (3,592  | )
|Financing activities                                        |  |                             | 1,835   |   |                  |   | (18,793 | )



We believe that our
current cash and short-term investments, cash generated from operations, funds available from our revolving line of credit and the ability to issue debt or equity securities under our shelf registration will be sufficient to finance our operations,
including prelaunch activity relating to ABRAXANE, product development and capital expenditures for at least the next 12 months. In the event we engage in future acquisitions or other extraordinary corporate events we may have to raise additional capital through
additional borrowings or the issuance of debt or equity securities pursuant to our shelf registration or otherwise.



Capital Requirements



Our capital requirements depend on numerous factors, including:



| |  | increasingly during 2004, working capital requirements and pre-launch costs required to fund the ABRAXANE commercialization effort;
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| |  | the need for manufacturing expansion and improvement and information technology requirements;
| | - | ---------------------------------------------------------------------------------------------



| |  | the requirements of any potential acquisition;
| | - | ----------------------------------------------



| |  | the amount of cash generated by operations.
| | - | -------------------------------------------



We presently anticipate that our 2004 capital expenditure requirements will approximate $35 million.



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Adequate funds for these and other purposes may not be available when needed or on terms acceptable to
us, and we may need to raise capital that may not be available on terms favorable or acceptable to us, if at all. Any additional equity financing may be dilutive to stockholders, and debt financing, if available, may include restrictive covenants.
If we cannot raise money when needed, we may have to reduce or slow ABRAXANE prelaunch activities, reduce capital expenditures or scale back development of new products.



Credit Facility



Our credit facility consists of a $50.0 million revolving line of credit which can be increased to $75.0 million at our request and expires on December
14, 2006. Borrowings under the credit facility are secured by substantially all of our assets and the credit facility prohibits us from paying cash dividends and includes other covenants and restrictions. There were no balances outstanding under our
credit facility and we were in compliance with all covenants at March 31, 2004.



Universal Shelf Registration



On September 5, 2003, we filed a universal shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission on September 22, 2003. Under the shelf registration statement, we may from time to
time, offer and sell up to $150 million of our common stock (which may include some or all of the our 6,646,348 treasury shares), debt securities, common stock warrants and/or debt warrants at prices and on terms to be determined at the time of the
offering of such securities. If and when we offer and sell these securities, we anticipate using the resulting proceeds for general corporate purposes including efforts related to the commercialization of ABRAXANE. Additionally, American BioScience may, from time to time, sell up to
3,000,000 shares of our common stock under the shelf registration. We would not receive any proceeds from the sale of shares of our common stock by American BioScience. As of the date of this filing, no securities have been offered under the shelf
registration and we currently do not have any plans to offer securities pursuant to this self registration.



Sources and Uses of Cash



Operating Activities



Cash flow from operating activities is our primary source of liquidity. As compared to the prior year quarter, in the 2004 first quarter net cash provided
by operating activities decreased $14.6 million due primarily to: a $9.0 million increase in inventory due principally to increased raw material inventory in anticipation of upcoming product launches; a $7.1 million increase in ABRAXANE prelaunch costs; and a $10.8 million reduction in
current liabilities due to payments for fourth quarter 2003 raw material purchases and 2003 incentive compensation programs.



Investing Activities



Our investing activities consist principally of capital expenditures necessary to expand and maintain our manufacturing capabilities and infrastructure
and, to a lesser extent, outlays necessary to acquire various product or intellectual property rights. Net cash used in investing activities totaled $5.9 million and $3.6 million in the 2004 and 2003 first quarters, respectively. The 2004 increase
resulted from a higher level of capital expenditures supporting additional or improved manufacturing capacity and information technology initiatives and infrastructure.



Financing Activities



Financing activities generally include cash flows from the issuance or repurchase of our common stock, proceeds from the exercise of employee stock
options and transactions with American BioScience, our parent company. Net cash provided by financing activities totaled $1.8 million in the 2004 first quarter as compared to a $18.8 million use in the same quarter of 2003. First-quarter 2004
financing activities



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included $2.2 million in cash proceeds from the exercise of employee stock options and sale of stock through the employee
stock purchase program. Financing activities in the first quarter of 2003 included the repurchase of 1,596,081 shares of our common stock on the open market for $20.0 million pursuant to the stock repurchase program approved by our Board of
Directors on December 10, 2002.



Stock
Repurchase Program



On April 24, 2003, our Board of
Directors amended our stock repurchase program to authorize the repurchase, from time to time, of up to an additional $20.0 million of our common stock through open market purchases and/or privately negotiated transactions. No repurchases have been
made under the April 24, 2003 authorization. Prior to any repurchases under this authorization, we will need to obtain the consent of our lenders under the terms of our credit facility, as a previously granted consent has expired without any
repurchases having taken place under that consent. We do not currently anticipate making any additional repurchases of our common stock under this authorization. During the 2003 first quarter, pursuant to a December 10, 2002 authorization by our
Board of Directors, we repurchased 1,596,081 of our shares for $20.0 million. In aggregate, the 6,646,398 common shares held as treasury stock at December 31, 2003 have a cost basis of $8.47 per share.



ABRAXANE LICENSE AND MANUFACTURING AGREEMENT



We have secured the North American marketing and manufacturing rights for ABRAXANE from American BioScience, Inc., which is responsible for conducting the clinical
studies of ABRAXANE.



In November 2001, we signed a perpetual license agreement with American BioScience, Inc.
under which we acquired the exclusive rights to market and sell ABRAXANE in North America for indications relating to breast, lung, ovarian, prostate and other cancers. Under the agreement, we made an initial payment to American BioScience of $60.0 million and committed to future milestone
payments contingent upon achievement of specified regulatory and sales objectives for licensed indications. American BioScience is responsible for conducting clinical studies in support of ABRAXANE and for substantially all costs associated with the development and obtaining
regulatory approval for ABRAXANE, except that we
provided $2.0 million of ABRAXANE for use in
clinical trials, the cost of which we charged to research and development expense in 2001. We may receive revenue resulting from this agreement only after our launch of ABRAXANE in North America, which will not occur until after FDA approval is obtained. Even though the FDA accepted American
BioSciences NDA filing for ABRAXANE for
metastatic breast cancer in May 2004, we cannot predict when the FDA will complete its review of the filing, or when or if the NDA may be approved. Any profit, as defined in the license agreement, resulting from American Pharmaceutical
Partners sales of ABRAXANE following
approval would be shared equally between American BioScience and us.



The terms
of the license agreement were negotiated to reflect the value of the licensed product rights acquired, then in late-stage development, American BioSciences remaining obligation to complete the NDA filing and the potential sales of the product
under other licensed clinical indications. The license agreement was a product of several months of extensive negotiation with American BioScience involving outside counsel, investment banks and a nationally recognized valuation firm. Based upon the
analysis and recommendations of our advisors, we believe that the overall terms of the agreement were fair to us, including in comparison to similar licenses between unrelated parties. The agreement was unanimously approved by the disinterested
members of our Board of Directors, with those directors who also have an affiliation with American BioScience recusing themselves from the vote. There are no restrictions on how American BioScience would use payments made under the license agreement
and we understand such payments have been and will be used both to fund the development of ABRAXANE in relation to our licensed product rights and for other purposes.



In December 2001, upon completion of our initial public offering, we recorded an initial payment due American BioScience of $60.0 million. In our financial statements,
the license agreement was accounted



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for as an asset contributed by a principal shareholder using the shareholders historical cost basis which was zero,
and the $60.0 million payment was accounted for as a distribution of stockholders equity. For income tax purposes, the payment was recorded as an asset and is being amortized over a 15-year period. Because there was no corresponding charge to
income, the income tax benefit of this payment is being credited to stockholders equity as realized.



Future milestone payments which will be earned upon achievement of regulatory events prior to FDA approval for each licensed indication will be expensed as achieved, while regulatory milestone payments earned upon FDA
approval of those indications will be capitalized and amortized over the expected life of the product. Any future sales-based milestone payments will be expensed in the period in which the sales milestone is achieved.



On May 10, 2004 we announced that the FDA had accepted, meaning that the FDA found the NDA
complete on its face in all respects, American BioSciences NDA filing for the first potential ABRAXANE indication being studied, metastatic breast cancer. This FDA acceptance triggers a $10.0 million milestone payment to American BioScience which we will expense and pay in the second
quarter of 2004. Additionally, upon FDA approval of the NDA for metastatic breast cancer, we will be required to pay American BioScience an additional $15.0 million which will be capitalized and amortized over the expected life of the product,
subject to periodic review for impairment. Regulatory achievements related to other licensed indications under study, including lung, ovarian and prostate cancers, will trigger further milestone payments to American BioScience, but only after
ABRAXANE has received NDA approval related to the
breast cancer indication. Such payments generally total $17.5 million per agreed indication. As with the indication of breast cancer, those payments earned prior to FDA approval for each indication will be expensed, while amounts earned upon FDA
approval of those indications will be capitalized and amortized over the expected life of the product. We have the option not to make one or more of the milestone payments tied to indications under study if, following breast cancer approval, sales
of the product do not meet specified levels.



Subsequent to FDA approval of
ABRAXANE and upon achievement of major annual
ABRAXANE sales milestones, we would be required
to make additional payments which, in the aggregate, could total $110.0 million should annual ABRAXANE sales exceed $1.0 billion. The first sales milestone payment of $10.0 million would be triggered upon achievement of annual calendar year ABRAXANE sales in excess of $200.0 million.
Sales milestone payments will be expensed in the period in which the sales milestone is achieved.



Under the license agreement, any profit on ABRAXANE sales in North America would be shared equally between American BioScience and us. The license agreement defines profit as ABRAXANE net sales less cost of goods sold, selling expenses (including pre-launch production and other expenses which we will
continue to expense as incurred, but which will be accumulated and charged against first profit under the agreement) and an allocation of related general and administrative expenses. We will expense American BioSciences share of any profit
earned in our statements of income. Any costs and expenses related to product recalls and product liability claims generally will be split equally between American BioScience and us and expensed as incurred.



In November 2001, along with the license agreement for ABRAXANE, we also entered into a manufacturing agreement with American BioScience
under which we agreed to manufacture ABRAXANE for
American BioScience and its licensees for sales outside North America. Under this agreement, we have the exclusive right to manufacture ABRAXANE for sales in North America for a period of three years and the non-exclusive right to manufacture ABRAXANE for sales (a) outside North America and (b) in North America after expiration of the
three year exclusivity period. We will charge American BioScience and its licensees a customary margin on our manufacturing costs based on whether the product will be used for clinical trials or commercial sale. The initial term of this agreement is
ten years and may be extended for successive two-year terms by American BioScience.



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CRITICAL ACCOUNTING POLICIES AND ESTIMATES



The preparation of financial statements in conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. The most significant estimates in our condensed consolidated financial statements are discussed below. Actual results could vary from those estimates.



Revenue recognition



We recognize revenue from the sale of a product when that product is shipped
to a customer, acceptance terms are fulfilled and no significant contractual obligations remain. We sell a majority of our products to wholesalers, who generally sell our products to hospitals or alternative healthcare facilities at contractual
prices previously agreed upon between us and group purchasing organizations, or GPOs, on behalf of end users such as hospitals. GPOs enter into collective purchasing contracts with pharmaceutical suppliers for products in an effort to secure
favorable drug pricing on behalf of their members. We invoice wholesalers at our wholesale list price. Net sales represent our wholesale list price offset by wholesaler chargebacks, further adjusted for estimated discounts and contractual
allowances, including GPO fees. Wholesaler chargebacks represent the difference between the wholesale list price and the estimated contractual sales price, based upon our historical experience ratings.



The most significant estimates that affect net sales are wholesaler
chargebacks, sales credits and cash discounts. The wholesaler chargeback calculation is computed as described in the following paragraph. The allowances for doubtful accounts, cash discounts and sales credits are estimated monthly by applying
historical percentages (based on credits issued for each category), which are reassessed periodically, to the product sales for the month.



Chargebacks



The majority of our products are distributed through independent pharmaceutical wholesalers. In accordance with industry practice, sales to wholesalers
are initially transacted at wholesale list price. The wholesalers then generally sell to an end user, normally a hospital, alternative healthcare facility, or an independent pharmacy, at a lower price previously contractually established between the
end user and us.



When we initially record a sale to a
wholesaler, the sale and resulting receivable are recorded at our list price. However, experience indicates that most of these selling prices will eventually be reduced to a lower, end-user contract price. Therefore, at the time of the sale, a
contra asset is recorded for, and revenue is reduced by, the difference between the list price and the estimated average end-user contract price. This is calculated by product code, taking the expected number of outstanding wholesale units sold that
will ultimately be sold under end-user contracts multiplied by the anticipated, weighted-average contract price. Thus, a contra asset is established, reducing the initial wholesaler receivable by the difference between the initial list price and the
estimated, ultimate end-user selling price. In addition, cash advance credits are also periodically issued to wholesalers as a standard trade practice and an estimated reserve for such discounts is established at the time of sale. When the
wholesaler ultimately sells the product to the end user at the end-user contract price, the wholesaler charges us (chargeback) for the difference between the list price and the end-user contract price and such chargeback is offset
against our initial estimated contra asset.



Expense
recognition



Cost of sales represents the costs of the
products which we have sold and consists of labor, raw materials, components, packaging, quality assurance and quality control, shipping and manufacturing overhead costs and the cost of finished products purchased from third parties. Our inventories
are valued at the lower of cost or market as determined under the first-in, first-out (FIFO) method.



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Research and development costs are expensed as incurred or consumed and consist primarily of salaries and
other personnel-related expenses, as well as depreciation of equipment, allocable facility, raw material and production expenses and contract and consulting fees. We have invested and will continue to invest in research and development to expand our
new product offerings and grow our business.



Selling, general
and administrative expenses consist primarily of salaries, commissions and other personnel-related expenses, as well as costs for travel, trade shows and conventions, promotional material and catalogs, advertising and promotion, facilities, risk
management and professional fees. We believe that our selling, general and administrative expenses will continue to increase in-line with the growth of our core generic and proprietary business.



Stock-based compensation



Stock-based compensation related to research and development costs and
selling, general and administrative expenses are presented separately in our consolidated statements of operations. Stock-based compensation represents the difference between the exercise price of options granted and the deemed fair value of our
common stock on the grant date in accordance with Accounting Principles Board Opinion No. 25 Accounting for Stock Issued to Employees and its related interpretations. We recognize stock-based compensation over the option vesting period,
typically four years, primarily on an accelerated basis using the graded vesting method in accordance with Financial Accounting Standards Board Interpretation No. 28 Accounting for Stock Appreciation Rights and Other Variable Stock Option
Plans.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive from our activities without increasing risk. Some of the securities that we invest in
may have interest rate risk. This means that a change in prevailing interest rates may cause the fair value of the principal amount of the investment to fluctuate. For example, if we hold a security that was issued with a fixed interest rate at the
prevailing rate and the prevailing rate later rises, the fair value of the principal amount of our investment will probably decline.



To minimize this risk, we intend to maintain an investment portfolio of cash equivalents and short-term investments consisting of high credit quality securities,
including commercial paper, government and non-government debt securities and money market funds. We do not use derivative financial instruments. The average maturity of the debt securities in which we invest has been less than 90 days and the
maximum maturity has been three months. Because our investments are diversified and are of a short-term nature, a hypothetical one or two percentage point change in interest rates would not have a material effect on our consolidated financial
statements.



We have operated primarily in the United States and the majority
of our activities outside the United States to date have been conducted in U.S. dollars. Our only other significant foreign currency transactions are generally transacted in Canadian dollars, and we do not believe we have a material exposure to
foreign currency risk because of the relative stability of the Canadian dollar in relation to the U.S. dollar. A 10% adverse change in currency exchange rates of the Canadian versus the U.S. dollar would not have a material effect on our
consolidated results of operations, financial position, or cash flows. Accordingly, we have not had any material exposure to foreign currency exchange rate fluctuations.



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ITEM 4. CONTROLS AND PROCEDURES



(a) Evaluation
of disclosure controls and procedures.



Our chief executive officer,
Patrick Soon-Shiong, and our chief financial officer, Nicole S. Williams, have evaluated our internal disclosure controls and procedures as of the end of the period covered by this report. Based on their evaluation, our chief executive officer and
chief financial officer have concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms, and are functioning effectively to provide reasonable assurance that we can meet our disclosure obligations. Consistent with the SECs recommendations to public
companies, we have formed a disclosure committee consisting of key personnel designed to review the accuracy and completeness of all disclosures made by us.



(b) Changes in internal controls.



There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their most recent
evaluation.



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PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



In October and
November of 2003, several purported federal securities class action lawsuits were filed against us, four of our officers, and American BioScience, Inc. in the United States District Court for the Northern District of Illinois. The complaints allege
violations of Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, and rule 10b-5, principally relating to purportedly false and misleading statements made by us regarding ABRAXANE. Management believes that these claims are without merit and intends to vigorously
defend against these claims.



Additionally, in December 2003 a purported
shareholder derivative class action was filed in the Circuit Court of Cook County, Illinois, Chancery Division against each member of our Board of Directors and one non-director executive officer. The Company is a nominal defendant in this lawsuit,
which alleges claims relating to essentially the same purported misleading statements that are at issue in the pending securities class action lawsuits. In the securities class action lawsuits, the Company denies making any misleading statements.
The derivative complaint also alleges claims relating to stock transactions by certain of the director and officer defendants. The Company believes that there are many defects in this complaint and intends to vigorously defend this action.



We are from time to time subject to claims and litigation arising in ordinary
courses of business. These claims have included assertions that the our products infringe existing patents and also claims that the use of our products has caused personal injuries. We intend to defend vigorously any such litigation that may arise
under all defenses that would be available to the us. In the opinion of management, the ultimate outcome of proceedings of which management is aware, will not have a material adverse effect on our consolidated financial position or results of
operations.



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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|(a) | Exhibits.
|--- | ---------



|     |  |                                                                                                                                             
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as required by Section 302 of the Sarbanes-Oxley Act of 2002.
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as required by Section 302 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.     
|     | 
|32.2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.     



|(b) | Reports on Form 8-K
|--- | -------------------



None.



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SIGNATURES



Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                                       |  |                                                     
|-------------------------------------- |  | ----------------------------------------------------
|AMERICAN PHARMACEUTICAL PARTNERS, INC.
|                                       | 
|By:                                    |  | /s/ PATRICK SOON-SHIONG                             
|                                       |  | Patrick Soon-Shiong, M.D.                           
|                                       |  | Chief Executive Officer and President               
|                                       |  | (Principal Executive Officer)                       
|                                       | 
|By:                                    |  | /s/ NICOLE S. WILLIAMS                              
|                                       |  | Nicole S. Williams                                  
|                                       |  | Executive Vice President and Chief Financial Officer
|                                       |  | (Principal Financial and Accounting Officer)        



Date:
May 10, 2004



29