ex10-1.htm


    
      Exhibit
10.1

      


      Execution
Copy

    

     

     

    STOCK PURCHASE
AGREEMENT

    


    


    THIS STOCK PURCHASE AGREEMENT
(the “Agreement”) is
entered into on the __ day of November, 2009, by and among Abraxis Bioscience,
LLC, a Delaware limited liability company (“Buyer”), Stalar 3,
Inc., a Delaware corporation (the “Company”), Dr. Steven
Fox (“Controlling
Shareholder”) and the other holders of shares of Common Stock of the
Company listed on Exhibit A (each,
including the Controlling Shareholder, a “Seller” and,
collectively, the “Sellers”).

    


    EXPLANATORY
STATEMENT

    


    WHEREAS, Sellers desire to
sell, and Buyer desires to acquire, one hundred percent (100%) of the issued and
outstanding shares of Common Stock, par value $0.0001 per share, of the Company
(the “Common Stock”), on the terms described below.

    


    NOW, THEREFORE, in
consideration of the premises and the mutual covenants, conditions and promises
hereinafter set forth, the parties hereto agree as follows:

    


    1.  DEFINITIONS.

    


    As
used in this Agreement, the following terms shall have the meanings set forth
below:

     

    “Ancillary Documents”
means the documents being executed and delivered in connection with this
Agreement and the transactions contemplated hereby.

     

    “Contract” means any
agreement, contract, arrangement, understanding, obligation or commitment to
which a party is bound or to which its assets or properties are subject, whether
oral or written, and any amendments and supplements thereto.

     

    “Governmental
Authority” means any nation or government, any foreign or domestic
federal, state, county, municipal or other political instrumentality or
subdivision thereof and any foreign or domestic entity or body exercising
executive, legislative, judicial, regulatory, administrative or taxing functions
of or pertaining to government, including any court.

     

    “Knowledge of the
Company” means the knowledge of the Controlling Shareholder after
reasonable inquiry and investigation.

     

    
    

    “Laws” means all laws,
statutes, codes, regulations, ordinances, orders, decrees, rules, or other
requirements with similar effect of any Governmental Authority.

     

    “Lien” means any lien,
statutory or otherwise, security interest, mortgage, deed of trust, priority,
pledge, charge, right of first refusal or other encumbrance or similar right of
others, or any agreement to give any of the foregoing.

     


    
      
         


      

      
        1

        
          

        

      

      
         


        
          


          


          Exhibit
10.1

          


          Execution
Copy

        

      

    


    “Selling Shareholder”
means all of the Sellers who have delivered their certificates representing
shares of Common Stock to the Controlling Shareholder for delivery
hereunder.

     

    


    2.
  PURCHASE AND
SALE.

    


    2.1
  Shares.
  On the terms and subject to the conditions herein provided, each
Seller who is a signatory hereto agrees to sell, transfer and assign to Buyer
free and clear of any Liens, and Buyer agrees to purchase and acquire from each
Seller who is a signatory hereto, on the Closing Date (as defined in Section 2.3
below), the number of shares of Common Stock listed on Exhibit A next to
such Seller’s name.  The Company has issued and outstanding an
aggregate of Two Million Twenty Two Thousand Five Hundred (2,022,500) shares of
Common Stock.

    


    2.2
  Purchase
Price.

    


    (1)
  Purchase
Price.  The aggregate purchase price for all of the shares of
Common Stock to be sold by the Sellers and to be purchased by Buyer is Sixty Two
Thousand Five Dollars ($62,500) (the “Purchase Price”), which is payable at
Closing (as defined below).

    


    (2)
  Manner of
Payment.  At the Closing, Buyer shall pay the Purchase Price by
wire transfer of immediately available funds to an account designated by the
Controlling Shareholder.  No further payment shall be required to be
made to any other Seller for the purchase of the shares of Common Stock being
sold to, and purchased by, the Buyer hereunder.

    


    2.3
  Closing;
Effective Date.  The closing of the transactions contemplated
by this Agreement (the “Closing”) shall take
place at the Controlling Shareholder's office at 10:00 a.m. EST two business
days after Controlling Shareholder has notified Buyer in writing it can satisfy
its obligations under Section 2.4(1) below (the “Closing
Date”).

    


    2.4
  Transactions
and Documents at Closing.

    


    (1)
  Deliveries by
the Controlling Shareholder.  At the Closing, the Controlling
Shareholder shall deliver or cause to be delivered to Buyer:

    


    a.  the
certificates representing the shares of Common Stock of the Selling Shareholders
in proper form for transfer to Buyer, which certificates shall represent not
less than Two Million Twenty One Thousand Five Hundred (2,021,500) shares of
Common Stock;

    


    b.  the
resignation of all of the Company’s officers and directors;

    


    c.  true,
correct and complete copies of the stock ledger, minute book, corporate seal and
books and records of the Company;


    
      
         


      

      
        2

        
          

        

      

      
         


        
          


          


          Exhibit
10.1

          


          Execution
Copy

        

      

    


    d.  a
certified copy of all necessary corporate action approving the Company’s
execution, delivery and performance of this Agreement;

    


    e.  a
receipt for the Purchase Price;

    


    f.  certificates
signed by the President of the Company and the Controlling Shareholder
certifying that (i) the representations and warranties made herein by the
Company and Controlling Shareholder, respectively are accurate and complete in
all respects as of the Closing, except for any such representations or
warranties that relate solely to an earlier date (in which case such
representations and warranties were accurate and complete as of such earlier
date) and (ii) the Company and the Controlling Shareholder has performed and
complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by it on or before
the Closing.

    


    (2)
  Delivery by
Buyer.  At the Closing, Buyer shall deliver to Sellers payment
of the Purchase Price by wire transfer to an account designated by the
Controlling Shareholder.

    


    3.
  ADDITIONAL
AGREEMENTS.

    


    3.1
  Cooperation;
Further Assurances.  Each of the parties hereto will cooperate
with the other and execute and deliver to the other parties hereto such other
instruments and documents, provide such other notices or communications and take
such other actions as may be reasonably requested from time to time by any other
party hereto as necessary to carry out the intended purposes of this
Agreement.

    


    3.2
  Conduct of
Business Pending Closing.  Prior to Closing, the Company shall
not (i) conduct any substantive business or operations, (ii) enter into any new,
or modify any of its existing, contracts or (iii) issue any shares of its
capital stock, or securities convertible into, or rights, warrants or options to
acquire any capital stock.

    


    4.
  REPRESENTATIONS, COVENANTS
AND WARRANTIES OF THE SELLERS.

    


    To
induce Buyer to enter into this Agreement and to consummate the transactions
contemplated by this Agreement and the Ancillary Documents, each Seller
represents and warrants to and covenants with Buyer as follows:

    


    4.1
  Ownership.  Exhibit A sets forth
the number of shares of Common Stock owned of record and beneficially by such
Seller.  Such shares of Common Stock are owned by such Seller free and
clear of any Lien.

    


    4.2
  Authorization
and Enforceability. Such Seller has full power and authority to execute
and deliver this Agreement and each Ancillary Document to which such Seller is
party and to perform such Seller’s obligations hereunder and thereunder, and, if
such Seller is an entity, such Seller is a legal entity duly
organized,  validly exiting and in good standing under the laws of the
jurisdiction of its organization, and the execution and delivery of this
Agreement and


    
      
         


      

      
        3

        
          

        

      

      
         


        
          


          


          Exhibit
10.1

          


          Execution
Copy

        

      

    


    the
Ancillary Documents to which such Seller is a party have been duly authorized by
all necessary corporate or other similar action on the part of such
Seller.  This Agreement and each of the Ancillary Documents to be
executed and delivered by such Seller, and the performance of such Seller’s
obligations hereunder and thereunder, has been duly authorized, executed and
delivered by such Seller and constitute a valid and legally binding agreement of
such Seller, enforceable against such Seller in accordance with its terms,
subject to bankruptcy, insolvency, reorganization and other Laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles.

    


    4.3
  No
Violation.  The execution and delivery of this Agreement and
the Ancillary Documents to which such Seller is a party, and
the  performance of such Seller’s obligations hereunder and
thereunder, does not and will not (a) if such Seller is an entity, conflict
with or violate the certificate of incorporation, bylaws or similar
organizational documents of such Seller, (b) require such Seller to give
any notice to, make any filing with, or obtain any authorization, consent or
approval of, any Person other than, in the case of the Controlling Shareholder,
the filing by the Controlling Shareholder with the Securities and Exchange
Commission of an amendment to the Schedule 13G of the Controlling Shareholder,
(c) result in any violation of or default, give rise to a right of
termination, cause the forfeiture of any right, or require any notice or
consent, under any provision of any Contract to which such Seller is a party or
by which such Seller or any of its properties are bound or affected, (d) 
conflict with or violate any Law applicable to such Seller or by which its
properties are bound or affected, or (e) result in the creation of, or
require the creation of, any Lien upon any shares of Common Stock owned of
record and beneficially by such Seller.

    


    5.
  REPRESENTATIONS, COVENANTS
AND WARRANTIES OF CONTROLLING SHAREHOLDER AND THE COMPANY.

    


    To
induce Buyer to enter into this Agreement and to consummate the transactions
contemplated by this Agreement and the Ancillary Documents, the Controlling
Shareholder represents and warrants to and covenant with Buyer as
follows:

    


    5.1
  Organization
and Power.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
The Company has full power and authority to execute, deliver and perform
this Agreement and the Ancillary Documents to which it is a party and to perform
the Company’s obligations hereunder and thereunder.

    


    5.2
  Authorization
and Enforceability. The execution and delivery of this Agreement and the
Ancillary Documents to which the Company is a party and the performance by the
Company of its obligations hereunder and thereunder, has been duly authorized by
all necessary corporate action on the part of the Company.  This
Agreement and each of the Ancillary Documents to be executed and delivered by
the Company, and the  performance of the Company’s obligations
hereunder and thereunder, has been duly authorized, executed and delivered by
the Company and constitute a valid and legally binding agreement of the Company,
enforceable against the Company in accordance with its terms, subject to
bankruptcy, insolvency, reorganization and other Laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.
True, complete and correct copies of the Certificate of Incorporation and the
Bylaws of the Company, as in effect as of the date of this Agreement, have
previously been provided to Buyer.


    
      
         


      

      
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          Exhibit
10.1

          


          Execution
Copy

        

      

    


    5.3
  Capitalization
of the Company.  The authorized capital stock of Company
consists of Seventy Five Million (75,000,000) shares of Common Stock, of which
Two Million Twenty Two Thousand Five Hundred (2,022,500) shares of Common Stock
are issued and outstanding and none are held in treasury, and 25,000,000 shares
of Preferred Stock, par value $0.0001 per share, none of which is issued,
outstanding or held in treasury.  The record owners of all of the
outstanding shares of Common Stock is as set forth on Exhibit
A.  All outstanding shares of Common Stock were duly
authorized, have been validly issued and are fully paid and non-assessable, and
were issued in compliance with applicable securities Laws or exemptions
therefrom.  No Person has preemptive rights with respect to securities
of the Company.  The Company does not have any outstanding rights or
securities convertible into or exchangeable or exercisable for any shares of its
capital stock or any rights to subscribe for or to purchase, or any agreements
providing for the issuance (contingent or otherwise) of, or any calls against,
commitments by or claims against it of any character relating to, any shares of
its capital stock.  The Company is not a party to and there is not,
and immediately after the Closing there will not be, any Contract, right of
first refusal, right of first offer, proxy, voting agreement, voting trust,
registration rights agreement or shareholders agreement, whether or not the
Company is a party thereto, with respect to the purchase, sale or voting of any
shares of capital stock of the Company. The Company has no subsidiaries and
holds no equity or debt interests in any Person.

    


    5.4           Certificates of Common Stock
of Sellers.  The Controlling Shareholder agrees to use
commercially reasonable effort to obtain all certificates representing shares of
Common Stock from each of the Sellers.

    


    5.5
  No
Violation.  The execution and delivery of this Agreement and
the Ancillary Documents to which the Company is a party,
the  performance of the Company’s obligations hereunder and thereunder
and the consummation of the transactions contemplated hereby and thereby, does
not and will not (a)  conflict with or violate any provision of the
certificate of incorporation or bylaws of the Company, (b) require the
Company to give any notice to, make any filing with, or obtain any
authorization, consent or approval of, any Person, other than the filing by the
Company with the Securities and Exchange Commission of a Current Report on Form
8-K, (c) result in any violation of or default, give rise to a right of
termination, cause the forfeiture of any right, or require any notice or
consent, under any provision of any Contract to which the Company is a party or
by which the Company or any of its properties are bound or affected, (d) 
conflict with or violate any Law applicable to the Company or by which its or
any of its properties are bound or affected, or (e) result in the creation
of, or require the creation of, any Lien upon any property of the
Company.

    


    5.6
   Securities and Exchange
Commission Filings.  The
Company has filed or furnished, as applicable, on a timely basis (except for the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended December
31, 2008, which was filed no later than five (5) calendar days following the
prescribed due date), all forms, statements, certifications, reports and
documents required to be filed or furnished by it with the Securities and
Exchange Commission (the forms, statements, reports and documents filed or
furnished by the Company with the Securities and Exchange Commission, the “Company Reports“).
Each of the Company Reports, at the time of its filing or being furnished
complied the applicable requirements of Law and did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances in which they were made, not misleading. The Company Reports
describe all transactions at any time entered into between the Company and any
of its stockholders, officers or directors.  The Common Stock has been
duly registered under Section 12(g) of the Securities Exchange Act of 1934 and
such registration remains in effect as of the date hereof.  The
Company shall make all necessary periodic filings with the Securities and
Exchange Commission from the date of this Agreement through the
Closing.


    
      
         


      

      
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          Exhibit
10.1

          


          Execution
Copy

        

      

    


    5.7
  Financial
Statements. Each of the balance sheets included in the Company Reports
(including the related notes) fairly presents the financial position of the
Company as of its date, and each of the statements of operations, changes in
stockholders’ deficit and cash flows included in the Company Reports (including
any related notes) fairly presents the results of operations and cash flows for
the periods set forth therein, in each case in accordance with U.S. generally
accepted accounting principles  consistently applied during the
periods involved.

    


    5.8   Actions and
Liabilities.  There are no civil, criminal, administrative or
other actions, suits, claims, oppositions, litigations, hearings, arbitrations,
investigations or other proceedings  pending or, to the Knowledge of
the Company, threatened against the Company or obligations or liabilities of the
Company, whether or not accrued, contingent or otherwise (“Liabilities“), except
(i) as reflected or reserved against in the Company’s balance sheet (and
the notes thereto) included in the last Company Report filed by the Company with
the Securities and Exchange Commission prior to the date of this Agreement, and
(ii) for obligations or Liabilities  listed on Schedule
5.8.

    


    5.9   Books and
Records.  The minute books of Company previously provided to
Buyer contain true, complete and correct records of all meetings and other
corporate actions held or taken by the Company’s stockholders and Board of
Directors thorough the date hereof. The stock ledger of Company previously
provided to Buyer contain true, complete and correct records of all issuances
and transfers of capital stock of the Company.  The financial books
and records of the Company have been maintained in accordance with customary
business practices and fairly and accurately reflect all transactions of the
Company, including all transactions between the Company, on the one hand, and
any Seller on the other hand.  The Company has not received any advice
or notification from its independent accountants that the Company has used any
improper accounting practice that would have the effect of not reflecting or
incorrectly reflecting in the books and records of the Company any properties,
assets, liabilities, revenues, expenses, equity accounts or other
accounts.

    


    5.10
  Liabilities to
Stockholders, Directors and Officers.  The Company Reports
describe all transactions at any time entered into between the Company and any
of its stockholders, officers or directors.  The Company has no
liability, directly or indirectly, to any Seller or any affiliate of any Seller
or any officer or director of the Company.  The Controlling
Shareholder has contributed to the Company, as a contribution to capital, the
full amount of the loan payable from the Company to the Controlling Shareholder
(reflected in the most recent Company Report as a Loan
Payable-Officer).


    
      
         


      

      
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          Exhibit
10.1

          


          Execution
Copy

        

      

    


    5.11
  Compliance with
Law.  The Company has not been in violation of any Law that is
or was applicable to it or its property.  To the Knowledge of the
Company, no event has occurred or circumstance exists that (with or without
notice or lapse of time) would constitute or result in a violation by the
Company of any Law that is or was applicable to it or its property.

    


    6.
  REPRESENTATIONS, COVENANTS
AND WARRANTIES OF BUYER.

    


    To
induce Sellers and the Company to enter into this Agreement and to consummate
the transactions contemplated hereby, Buyer represents and warrants to and
covenants with Sellers and the Company as follows:

    


    6.1
  Organization
and Power.   Buyer is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Buyer has full power and authority to execute, deliver and
perform this Agreement and the Ancillary Documents to which it is a party and to
perform Buyer’s obligations hereunder and thereunder.

    


    6.2
  Authorization
and Enforceability. The execution and delivery of this Agreement and the
Ancillary Documents to which Buyer is a party and the performance by Buyer of
its obligations hereunder and thereunder, has been duly authorized by all
necessary action on the part of Buyer.  This Agreement and each of the
Ancillary Documents to be executed and delivered by Buyer, and the performance
of Buyer’s obligations hereunder and thereunder, has been duly authorized,
executed and delivered by buyer and constitute a valid and legally binding
agreement of Buyer, enforceable against Buyer in accordance with its terms,
subject to bankruptcy, insolvency, reorganization and other Laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles.

    


    6.3
  No
Violation.  The execution and delivery of this Agreement and
the Ancillary Documents to which Buyer is a party, the  performance of
Buyer’s obligations hereunder and thereunder and the consummation of the
transactions contemplated hereby and thereby, does not and will not (a) 
conflict with or violate any provision of the certificate of formation or
operating agreement of Buyer, (b) require Buyer to give any notice to, make
any filing with, or obtain any authorization, consent or approval of, any
Person, other than filings by Buyer with the Securities and Exchange Commission,
(c) result in any violation of or default, give rise to a right of
termination, cause the forfeiture of any right, or require any notice or
consent, under any provision of any Contract to which Buyer is a party or by
which Buyer or any of its properties are bound or affected, or (d) 
conflict with or violate any Law applicable to Buyer or by which its or any of
its properties are bound or affected.

    


    6.4
  Investment
Representation.  Buyer understands and acknowledges that (a)
the shares of Common Stock have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or under any state securities laws in
reliance upon exemptions provided thereunder and that the shares of Common Stock
may not be transferred or sold except pursuant to the registration provisions of
the Securities Act or pursuant to an applicable exemption therefrom and pursuant
to state securities laws and regulations, as applicable, and (b) the
representations and warranties contained herein are being relied upon by the
Company and


    
      
         


      

      
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          Exhibit
10.1

          


          Execution
Copy

        

      

    


    Sellers
as a basis for the exemption for the transfer of the shares of Common Stock
pursuant to this Agreement under the registration requirements of the Securities
Act and any applicable state securities laws.  Buyer is acquiring the
shares of Common Stock for Buyer’s own account for the purpose of investment and
not with a view to, or for sale in connection with, any distribution thereof in
violation of the Securities Act.  Buyer has had the opportunity to
review the books and records of the Company and has been furnished or provided
access to such relevant information that Buyer has requested.  Buyer
is knowledgeable, sophisticated and experienced in business and financial
matters of the type contemplated by this Agreement and is able to bear the risks
associated with an investment in the Company.  Buyer has considered
the investment in the shares of Common Stock and has had an opportunity to ask
questions of and receive answers from the sole officer and director of the
Company about the shares of Common Stock and the business and financial
condition of the Company sufficient to enable it to evaluate the risks and
merits of its investment in the Company.

    


    6.5
  Status of
Buyer.  Buyer is an “accredited investor" within the meaning of
Rule 501 promulgated under the Securities Act.

    


    7.
  BUYER'S ACCESS
TO INFORMATION AND ASSETS AND RIGHT OF
TERMINATION.  

    


    7.1           Access to
Information.  Buyer and its authorized representatives, at
Buyer’s own expense, shall have access to the books, records, employees,
counsel, accountants, and other representatives of the Company at all times
reasonably requested by Buyer for the purpose of conducting an investigation of
the Company's financial condition, corporate status, operations, business,
assets and properties.

    


    7.2           Termination.  Buyer
shall have a right to terminate its obligations under this Agreement if the
Controlling Shareholder is unable to satisfy its obligations set forth in
Section 2.4(1) by December 15, 2009.

        

    8.
  MISCELLANEOUS.

     

    8.1
  Expenses.  
All fees and expenses incurred by a Seller or Buyer in connection with the
transactions contemplated hereby shall be paid by the party incurring such
expenses.  All fees and expenses incurred by the Company in connection
with the transactions contemplated hereby shall be paid by the Controlling
Shareholder.

    


    8.2
  Notices.  All
notices, requests, demands, or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given upon
receipt if delivered in person, one (1) business day after the date of mailing
by Federal Express or other reputable overnight courier service or upon the
expiration of three (3) days after the date of posting, if mailed by certified
mail return receipt requested, postage prepaid, to the parties.


    
      
         


      

      
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          Exhibit
10.1

          


          Execution
Copy

        

      

    


    8.3
  Amendment.  
Neither this Agreement nor any of the terms hereof may be amended, supplemented
or modified orally, but only by an instrument in writing signed by Buyer and the
Controlling Shareholder. This Agreement and the terms hereof may be amended,
supplemented or modified by an instrument in writing signed by solely by the
Buyer and the Controlling Shareholder.

    


    8.4
  Parties in
Interest; Limitations on Rights of Others.  The terms of this
Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and their respective legal representatives, successors and
assigns.  Nothing in this Agreement, whether express or implied, shall
be construed to give any person (other than the parties hereto and their
respective legal representatives, successors and assigns and as expressly
provided herein) any legal or equitable right, remedy or claim under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein, as a third party beneficiary or otherwise.

    


    8.5
  Jurisdiction;
Court Proceedings; Waiver of Jury Trial.  Any suit, action or
litigation (“Litigation”) against
any party to this Agreement arising out of or in any way relating to this
Agreement may be brought in any federal or state court located in the State of
Delaware and each of the parties hereby submits to the non-exclusive
jurisdiction of such courts for the purpose of any such
Litigation.  Each
party irrevocably and unconditionally agrees not to assert (a) any
objection which it may ever have to the laying of venue of any such Litigation
in any federal or state court located in the State of Delaware, (b) any claim that any such
Litigation brought in any such court has been brought in an inconvenient forum
and (c) any claim that such court does not have jurisdiction with respect to
such Litigation.  To the extent that service of process by mail
is permitted by applicable Law, each party irrevocably consents to the service
of process in any such Litigation in such courts by the mailing of such process
by registered or certified mail, postage prepaid, at its address for notices
provided for herein.  Each party irrevocably and
unconditionally waives any right to a trial by jury and agrees that any of them
may file a copy of this paragraph with any court as written evidence of the
knowing, voluntary and bargained-for agreement among the parties irrevocably to
waive its right to trial by jury in any Litigation.

    


    8.6
  No Other
Duties.  The only duties and obligations of the parties under
this Agreement are as specifically set forth in this Agreement, and no other
duties or obligations shall be implied in fact, Law or equity, or under any
principle of fiduciary obligation.

    


    8.7
  Reliance on
Counsel and Other Advisors.  Each party has consulted such
legal, financial, technical or other expert as it deems necessary or desirable
before entering into this Agreement.  Each party represents and
warrants that it has read, knows, understands and agrees with the terms and
conditions of this Agreement.

    


    8.8
  Remedies.  All
remedies, either under this Agreement or by Law or otherwise afforded to the
parties hereunder, shall be cumulative and not alternative, and any person
having any rights under any provision of this Agreement will be entitled to
enforce such rights specifically, to recover damages by reason of any breach of
this Agreement and to exercise all other rights granted by Law, equity or
otherwise.


    
      
         


      

      
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          Exhibit
10.1

          


          Execution
Copy

        

      

    


    8.9
  Specific
Performance.  The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise
breached.  Accordingly, the parties agree that, in addition to any
other remedies, each party shall be entitled to enforce the terms of this
Agreement by a decree of specific performance without the necessity of proving
the inadequacy of money damages as a remedy. Each party hereby waives any
requirement for the securing or posting of any bond in connection with such
remedy.  Each party further agrees that the only permitted objection
that it may raise in response to any action for equitable relief is that it
contests the existence of a breach or threatened breach of this
Agreement. 

    


    8.10
  Counterparts;
Entire Agreement   This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, and all of which
shall constitute one and the same agreement.  This Agreement
supersedes all prior discussions and agreements between the parties with respect
to the subject matter hereof, and this Agreement contains the sole and entire
agreement among the parties with respect to the matters covered
hereby.

    


    8.11
  Governing
Law.  The validity and effect of this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Delaware.

    


    


    


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          Exhibit
10.1

          


          Execution
Copy

        

      

    


    IN
WITNESS WHEREOF, the
parties have executed this Agreement on the date first above
written.

    


    
      	 
      	
              CONTROLLING
      SHAREHOLDER:

            
	 
      	 
      
	 
      	 
      
	 
      	
              _____________________   

            
	 
      	
              Dr.
      Steven R. Fox

            
	 
      	 
      
	 
      	 
      
	 
      	
              COMPANY:

            
	 
      	 
      
	 
      	
              STALAR
      3, INC.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:
      _____________________

            
	 
      	
              Dr.
      Steven R. Fox, President

            
	 
      	 
      
	 
      	
              BUYER:

            
	 
      	 
      
	 
      	
              ABRAXIS
      BIOSCIENCE, LLC

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:____________________

            
	 
      	
              Name:

            
	 
      	
              Title:

            


    

    


    


    



    
      
         


      

      
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    IN
WITNESS WHEREOF, the undersigned has executed this Stock Purchase Agreement, as
a Seller thereunder, as of this the _____ day of __________________,
2009.

     

    


    
      
        	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                Name:  _____________________________________   

              
	 
      	
                (print)

              
	 
      	 
      
	 
      	
                Address:  ____________________________________   

              
	 
      	 ___________________________________________  
	 
      	 ___________________________________________
	 
      	 
      
	 
      	 
      


      

    

    


    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    Counterpart
Seller Signature Page to the Stock Purchase Agreement

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    Exhibit
A

    
      	
              Seller

            	
              Number
      of Shares Owned

            
	
              Fox,
      Dr. Steven R.

            	
              2,000,000

            
	
              Abramson,
      Alan

            	
              500

            
	
              Abramson,
      Lynn

            	
              500

            
	
              Alabaster,
      Pamela Gill

            	
              500

            
	
              Bridy,
      Joe

            	
              500

            
	
              Emden,
      Robert B.

            	
              500

            
	
              Emden,
      David L.

            	
              500

            
	
              Fogelson,
      Linda

            	
              500

            
	
              Fogelson,
      Stephen L.

            	
              500

            
	
              Freedenberg,
      Lawrence

            	
              500

            
	
              Friedman,
      Adam

            	
              500

            
	
              Fuld
      Jr., James J.

            	
              500

            
	
              Gastor,
      Dr. Bert David

            	
              500

            
	
              Goldberger,
      Alan

            	
              500

            
	
              Gordon,
      Stephen P.

            	
              500

            
	
              Gregory,
      Patricia

            	
              500

            
	
              Horodas,
      Kevin

            	
              500

            
	
              Eric
      Horodas, Trustee of the Horodas Rev Trust U/A/D 4/16/01

            	
              500

            
	
              Linda
      E. Horodas, Trustee of the Horodas Rev Trust U/A/D 4/16/01

            	
              500

            
	
              Horodas,
      Marc

            	
              500

            
	
              Jeffries,
      David H.

            	
              500

            
	
              Klauer,
      Gerold

            	
              500

            
	
              Klonsky,
      Kenneth

            	
              500

            
	
              Kutnick,
      Dr. Robert

            	
              500

            
	
              Kutnick,
      Jane

            	
              500

            
	
              Levin,
      Shloimie

            	
              500

            
	
              Levin,
      Shraga

            	
              500

            
	
              Lirov,
      Yuval

            	
              500

            
	
              Markowitz,
      Alan N.

            	
              500

            
	
              Meshel,
      Jeffrey

            	
              500

            
	
              Papaccioli,
      Ralph & Donna (JT TEN)

            	
              500

            
	
              Piro,
      Alice

            	
              500

            
	
              Reavy,
      Linda T.

            	
              500

            
	
              Rosenberg,
      Steven

            	
              500

            
	
              Ross,
      Elizabeth

            	
              500

            
	
              Schwartz,
      Jeffrey M.

            	
              500

            
	
              Scott,
      Raymond J.

            	
              500

            
	
              Shapse,
      Joanne

            	
              500

            
	
              Shapse,
      Jonathan

            	
              500

            
	
              Smitth,
      Elliot J.

            	
              500

            
	
              Sobol,
      Debra

            	
              500

            
	
              Sobol,
      Philip A.

            	
              500

            
	
              Studin
      M.D., Joel R.

            	
              500

            
	
              Studin,
      Judy A.

            	
              500

            
	
              Toczylowski,
      Joseph F.

            	
              500

            
	
              Trethewey,
      Peter G.

            	
              500

            


    

    


     

    
      
         


      

      
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