##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

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

For the quarterly period ended September 30, 2009



| ̈ | 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 001-33657





Abraxis BioScience, Inc.

(Exact name of registrant as specified in its charter)







|                                                     |  |                                     
|---------------------------------------------------- |  | ------------------------------------
|Delaware                                             |  | 30-0431735                          
|(State of Incorporation)                             |  | (I.R.S. Employer Identification No.)
|                                                     | 
|11755 Wilshire Boulevard, Suite 2000 Los Angeles, CA |  | 90025                               
|(Address of principal executive offices)             |  | (Zip Code)                          

(310) 883-1300

(Registrants telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)





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 has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).     Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   ̈    Accelerated filer  x    Non-accelerated filer   ̈    Smaller reporting company   ̈

(Do not check if a smaller reporting
company)

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

As of October 30, 2009, the registrant had 40,107,178 shares of $0.001 par value common stock outstanding.









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##### Table of Contents

Abraxis BioScience, Inc.

INDEX



|                              |  |                                                                                                           |  |     
|----------------------------- |  | --------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                           |  | Page
|                              | 
|PART I. Financial Information |  |                                                                                                          
|                              |  |                                                                                                          
|Item 1.                       |  | Financial Statements                                                                                      |  | 3   
|                              |  |                                                                                                          
|                              |  | Condensed consolidated balance sheets  September 30, 2009 and December 31, 2008                          |  | 3   
|                              |  |                                                                                                          
|                              |  | Condensed consolidated statements of operations  Three and nine months ended September 30, 2009 and 2008 |  | 4   
|                              |  |                                                                                                          
|                              |  | Condensed consolidated statements of equity  Nine months ended September 30, 2009                        |  | 5   
|                              |  |                                                                                                          
|                              |  | Condensed consolidated statements of cash flows  Nine months ended September 30, 2009 and 2008           |  | 6   
|                              |  |                                                                                                          
|                              |  | Notes to condensed consolidated financial statements  September 30, 2009, (unaudited)                    |  | 7   
|                              |  |                                                                                                          
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                     |  | 14  
|                              |  |                                                                                                          
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                |  | 23  
|                              |  |                                                                                                          
|Item 4.                       |  | Controls and Procedures                                                                                   |  | 24  
|                              | 
|PART II. Other Information    |  |                                                                                                          
|                              |  |                                                                                                          
|Item 1.                       |  | Legal Proceedings                                                                                         |  | 24  
|                              |  |                                                                                                          
|Item 1A.                      |  | Risk Factors                                                                                              |  | 24  
|                              |  |                                                                                                          
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                               |  | 33  
|                              |  |                                                                                                          
|Item 3.                       |  | Defaults Upon Senior Securities                                                                           |  | 33  
|                              |  |                                                                                                          
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                       |  | 33  
|                              |  |                                                                                                          
|Item 5.                       |  | Other Information                                                                                         |  | 33  
|                              |  |                                                                                                          
|Item 6.                       |  | Exhibits                                                                                                  |  | 33  
|                              | 
|Signatures                    |  | 34                                                                                                       



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

Abraxis BioScience, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share data)



|                                                                                                                                                                                |  |                   |           |   |                  |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                                                                |  | September 30,2009 |           |   | December 31,2008 |  
|                                                                                                                                                                                |  | (unaudited)       |           |   |                  |  
|Assets                                                                                                                                                                          |  |                   |           |   |                  |   |           |  
|Current assets:                                                                                                                                                                 |  |                   |           |   |                  |   |           |  
|Cash and cash equivalents                                                                                                                                                       |  | $                 | 188,287   |   |                  | $ | 306,390   |  
|Cash collateral for reacquisition of agreement                                                                                                                                  |  |                   |          |   |                  |   | 300,631   |  
|Accounts receivable, net of allowance for chargebacks of $1,242 in 2009 and $1,258 in 2008 and credit returns of $2,188 in 2009
and $695 in 2008                                |  |                   | 47,930    |   |                  |   | 37,011    |  
|Related party receivable                                                                                                                                                        |  |                   | 2,184     |   |                  |   | 1,915     |  
|Inventories                                                                                                                                                                     |  |                   | 50,951    |   |                  |   | 63,506    |  
|Prepaid expenses and other current assets                                                                                                                                       |  |                   | 48,179    |   |                  |   | 33,795    |  
|Deferred income taxes                                                                                                                                                           |  |                   | 64,882    |   |                  |   | 65,585    |  
|                                                                                                                                                                                |  |                   |           |   |                  |   |           |  
|Total current assets                                                                                                                                                            |  |                   | 402,413   |   |                  |   | 808,833   |  
|Property, plant and equipment, net                                                                                                                                              |  |                   | 239,585   |   |                  |   | 166,720   |  
|Investment in Drug Source Company, LLC                                                                                                                                          |  |                   | 12,633    |   |                  |   | 10,183    |  
|Intangible assets, net of accumulated amortization of $134,983 in 2009 and $105,113 in 2008                                                                                     |  |                   | 155,111   |   |                  |   | 175,291   |  
|Goodwill                                                                                                                                                                        |  |                   | 241,361   |   |                  |   | 241,361   |  
|Other non-current assets                                                                                                                                                        |  |                   | 51,349    |   |                  |   | 36,196    |  
|                                                                                                                                                                                |  |                   |           |   |                  |   |           |  
|Total assets                                                                                                                                                                    |  | $                 | 1,102,452 |   |                  | $ | 1,438,584 |  
|                                                                                                                                                                                |  |                   |           |   |                  |   |           |  
|                                                                                                                                                                                |  |                  
|Liabilities and equity                                                                                                                                                          |  |                   |           |   |                  |   |           |  
|Current liabilities:                                                                                                                                                            |  |                   |           |   |                  |   |           |  
|Accounts payable                                                                                                                                                                |  | $                 | 20,864    |   |                  | $ | 39,142    |  
|Accrued liabilities                                                                                                                                                             |  |                   | 79,998    |   |                  |   | 53,020    |  
|Accrued litigation costs                                                                                                                                                        |  |                   | 57,711    |   |                  |   | 57,635    |  
|Reacquisition payable                                                                                                                                                           |  |                   |          |   |                  |   | 268,000   |  
|Income taxes payable                                                                                                                                                            |  |                   | 567       |   |                  |   | 679       |  
|Deferred revenue                                                                                                                                                                |  |                   | 3,141     |   |                  |   | 4,209     |  
|                                                                                                                                                                                |  |                   |           |   |                  |   |           |  
|Total current liabilities                                                                                                                                                       |  |                   | 162,281   |   |                  |   | 422,685   |  
|Deferred income taxes, non-current                                                                                                                                              |  |                   | 66,686    |   |                  |   | 62,685    |  
|Long-term portion of deferred revenue                                                                                                                                           |  |                   | 5,652     |   |                  |   | 8,223     |  
|Other non-current liabilities                                                                                                                                                   |  |                   | 8,821     |   |                  |   | 15,519    |  
|                                                                                                                                                                                |  |                   |           |   |                  |   |           |  
|Total liabilities                                                                                                                                                               |  |                   | 243,440   |   |                  |   | 509,112   |  
|Equity                                                                                                                                                                          |  |                   |           |   |                  |   |           |  
|Stockholders equity:                                                                                                                                                           |  |                   |           |   |                  |   |           |  
|Common stock$0.001 par value; 100,000,000 shares authorized; 40,107,178 and 40,066,451 shares issued and outstanding at
September 30, 2009 and December 31, 2008, respectively |  |                   | 40        |   |                  |   | 40        |  
|Additional paid-in capital                                                                                                                                                      |  |                   | 1,209,680 |   |                  |   | 1,203,092 |  
|Accumulated deficit                                                                                                                                                             |  |                   | (356,757  | ) |                  |   | (272,689  | )
|Accumulated other comprehensive income (loss)                                                                                                                                   |  |                   | 2,451     |   |                  |   | (971      | )
|                                                                                                                                                                                |  |                   |           |   |                  |   |           |  
|Total stockholders equity                                                                                                                                                      |  |                   | 855,414   |   |                  |   | 929,472   |  
|Noncontrolling interest                                                                                                                                                         |  |                   | 3,598     |   |                  |   |          |  
|                                                                                                                                                                                |  |                   |           |   |                  |   |           |  
|Total equity                                                                                                                                                                    |  |                   | 859,012   |   |                  |   | 929,472   |  
|                                                                                                                                                                                |  |                   |           |   |                  |   |           |  
|Total liabilities and equity                                                                                                                                                    |  | $                 | 1,102,452 |   |                  | $ | 1,438,584 |  
|                                                                                                                                                                                |  |                   |           |   |                  |   |           |  

See notes to condensed consolidated financial statements.



3



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##### Table of Contents

Abraxis BioScience, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)



|                                                                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | -------- | -
|                                                                          |  | Three Months EndedSeptember 30, |         |   | Nine Months EndedSeptember 30, |  
|                                                                          |  | 2009                            |         |   | 2008                           |   |         | 2009 |  |   | 2008    |  
|                                                                          |  | (unaudited)                     |        
|Abraxane revenue                                                          |  | $                               | 82,854  |   |                                | $ | 92,045  |      |  | $ | 228,627 |   |  | $ | 245,810  |  
|Other revenue                                                             |  |                                 | 13,774  |   |                                |   | 1,336   |      |  |   | 25,712  |   |  |   | 7,335    |  
|                                                                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Net revenue                                                               |  |                                 | 96,628  |   |                                |   | 93,381  |      |  |   | 254,339 |   |  |   | 253,145  |  
|Cost of sales                                                             |  |                                 | 19,714  |   |                                |   | 11,128  |      |  |   | 43,457  |   |  |   | 29,680   |  
|                                                                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Gross profit                                                              |  |                                 | 76,914  |   |                                |   | 82,253  |      |  |   | 210,882 |   |  |   | 223,465  |  
|Operating expenses:                                                       |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Research and development                                                  |  |                                 | 51,030  |   |                                |   | 21,015  |      |  |   | 122,772 |   |  |   | 61,325   |  
|Selling, general and administrative                                       |  |                                 | 58,013  |   |                                |   | 56,273  |      |  |   | 150,708 |   |  |   | 157,313  |  
|Litigation costs                                                          |  |                                 |        |   |                                |   | 221     |      |  |   |        |   |  |   | 57,609   |  
|Acquired in-process research and development                              |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   | 13,900   |  
|Impairment charge                                                         |  |                                 |        |   |                                |   | 9,214   |      |  |   |        |   |  |   | 9,214    |  
|Amortization of intangible assets                                         |  |                                 | 9,952   |   |                                |   | 9,872   |      |  |   | 29,859  |   |  |   | 29,483   |  
|Equity in net income of Drug Source Company, LLC                          |  |                                 | (1,090  | ) |                                |   | (469    | )    |  |   | (2,450  | ) |  |   | (245     | )
|                                                                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Total operating expenses                                                  |  |                                 | 117,905 |   |                                |   | 96,126  |      |  |   | 300,889 |   |  |   | 328,599  |  
|                                                                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Loss from operations                                                      |  |                                 | (40,991 | ) |                                |   | (13,873 | )    |  |   | (90,007 | ) |  |   | (105,134 | )
|Interest income                                                           |  |                                 | 614     |   |                                |   | 4,274   |      |  |   | 2,501   |   |  |   | 15,385   |  
|Other income (expense)                                                    |  |                                 | 743     |   |                                |   | (5,481  | )    |  |   | 240     |   |  |   | (4,941   | )
|                                                                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Loss before income taxes                                                  |  |                                 | (39,634 | ) |                                |   | (15,080 | )    |  |   | (87,266 | ) |  |   | (94,690  | )
|(Benefit) provision for income taxes                                      |  |                                 | (1,590  | ) |                                |   | (21     | )    |  |   | (1,641  | ) |  |   | 203      |  
|                                                                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Net loss                                                                  |  | $                               | (38,044 | ) |                                | $ | (15,059 | )    |  | $ | (85,625 | ) |  | $ | (94,893  | )
|                                                                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Net loss attributable to noncontrolling interest                          |  |                                 | (330    | ) |                                |   |        |      |  |   | (1,557  | ) |  |   |         |  
|                                                                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Net loss attributable to common shareholders                              |  | $                               | (37,714 | ) |                                | $ | (15,059 | )    |  | $ | (84,068 | ) |  | $ | (94,893  | )
|                                                                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Basic and diluted net loss per common share                               |  | $                               | (0.94   | ) |                                | $ | (0.38   | )    |  | $ | (2.10   | ) |  | $ | (2.37    | )
|                                                                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|                                                                          |  |                                 |         |  
|The composition of stock-based compensation included above is as follows: |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|Cost of sales                                                             |  | $                               | 61      |   |                                | $ | 108     |      |  | $ | 251     |   |  | $ | 273      |  
|Research and development                                                  |  |                                 | 1,333   |   |                                |   | 555     |      |  |   | 3,618   |   |  |   | 2,954    |  
|Selling, general and administrative                                       |  |                                 | 2,148   |   |                                |   | 1,342   |      |  |   | 7,451   |   |  |   | 5,881    |  
|                                                                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  
|                                                                          |  | $                               | 3,542   |   |                                | $ | 2,005   |      |  | $ | 11,320  |   |  | $ | 9,108    |  
|                                                                          |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |          |  

See notes to condensed consolidated financial statements.



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##### Table of Contents

Abraxis BioScience, Inc.

Condensed Consolidated Statements of Equity

Nine Months Ended September 30, 2009

(in thousands)



|                                                             |  |                      |   |  |        |    |                           |   |           |                      |  |   |                            |   |  |                         |        |   |             |   |        |   |  |   |         |  
|------------------------------------------------------------ |  | -------------------- | - |  | ------ | -- | ------------------------- | - | --------- | -------------------- |  | - | -------------------------- | - |  | ----------------------- | ------ | - | ----------- | - | ------ | - |  | - | ------- | -
|                                                             |  | Stockholders Equity |   |  |        |    |                           |   |          
|                                                             |  | Common Stock         |   |  |        |    |                           |   |           | Accumulated Other    |  |   |                            |   |  |                         |       
|                                                             |  | Shares               |   |  | Amount |    | AdditionalPaid-In Capital |   |           | Accumulated(Deficit) |  |   | ComprehensiveIncome (Loss) |   |  | Non-controllingInterest |        |   | TotalEquity |  
|                                                             |  | (unaudited)          |  
|Balance at December 31, 2008                                 |  | 40,066               |   |  | $      | 40 |                           | $ | 1,203,092 |                      |  | $ | (272,689                   | ) |  | $                       | (971   | ) |             | $ |       |   |  | $ | 929,472 |  
|Exercise of stock options                                    |  | 8                    |   |  |        |   |                           |   | 313       |                      |  |   |                           |   |  |                         |       |   |             |   |       |   |  |   | 313     |  
|Net settlement of vested restricted stocks                   |  | 54                   |   |  |        |   |                           |   | (1,815    | )                    |  |   |                           |   |  |                         |       |   |             |   |       |   |  |   | (1,815  | )
|Stock-based compensation                                     |  |                     |   |  |        |   |                           |   | 8,964     |                      |  |   |                           |   |  |                         |       |   |             |   |       |   |  |   | 8,964   |  
|Repurchase and retirement of common stock                    |  | (21                  | ) |  |        |   |                           |   | (874      | )                    |  |   |                           |   |  |                         |       |   |             |   |       |   |  |   | (874    | )
|Noncontrolling interest related to business combination      |  |                     |   |  |        |   |                           |   |          |                      |  |   |                           |   |  |                         |       |   |             |   | 5,155  |   |  |   | 5,155   |  
|Comprehensive loss:                                          |  |                      |   |  |        |    |                           |   |           |                      |  |   |                            |   |  |                         |        |   |             |   |        |   |  |   |         |  
|Net loss                                                     |  |                     |   |  |        |   |                           |   |          |                      |  |   | (84,068                    | ) |  |                         |       |   |             |   | (1,557 | ) |  |   | (85,625 | )
|Unrealized gain on available-for-sale securities, net of tax |  |                     |   |  |        |   |                           |   |          |                      |  |   |                           |   |  |                         | 4,640  |   |             |   |       |   |  |   | 4,640   |  
|Foreign currency translation adjustments                     |  |                     |   |  |        |   |                           |   |          |                      |  |   |                           |   |  |                         | (1,218 | ) |             |   |       |   |  |   | (1,218  | )
|                                                             |  |                      |   |  |        |    |                           |   |           |                      |  |   |                            |   |  |                         |        |   |             |   |        |   |  |   |         |  
|Comprehensive loss                                           |  |                     |   |  |        |   |                           |   |          |                      |  |   |                           |   |  |                         |       |   |             |   |       |   |  |   | (82,203 | )
|                                                             |  |                      |   |  |        |    |                           |   |           |                      |  |   |                            |   |  |                         |        |   |             |   |        |   |  |   |         |  
|Balance at September 30, 2009                                |  | 40,107               |   |  | $      | 40 |                           | $ | 1,209,680 |                      |  | $ | (356,757                   | ) |  | $                       | 2,451  |   |             | $ | 3,598  |   |  | $ | 859,012 |  
|                                                             |  |                      |   |  |        |    |                           |   |           |                      |  |   |                            |   |  |                         |        |   |             |   |        |   |  |   |         |  

See notes to condensed consolidated financial statements.



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##### Table of Contents

Abraxis BioScience, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)



|                                                                                          |  |                                |          |   |      |   |         |  
|----------------------------------------------------------------------------------------- |  | ------------------------------ | -------- | - | ---- | - | ------- | -
|                                                                                          |  | Nine Months EndedSeptember 30, |         
|                                                                                          |  | 2009                           |          |   | 2008 |  
|                                                                                          |  | (unaudited)                    |         
|Cash flows from operating activities:                                                     |  |                                |          |   |      |   |         |  
|Net loss                                                                                  |  | $                              | (85,625  | ) |      | $ | (94,893 | )
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |  |                                |          |   |      |   |         |  
|Depreciation                                                                              |  |                                | 12,421   |   |      |   | 10,173  |  
|Amortization of intangible assets                                                         |  |                                | 29,859   |   |      |   | 29,483  |  
|Amortization of deferred revenue                                                          |  |                                | (3,639   | ) |      |   | (30,432 | )
|Impairment charges                                                                        |  |                                |         |   |      |   | 9,214   |  
|Acquired in-process research and development charge                                       |  |                                |         |   |      |   | 13,900  |  
|Other than temporary loss on marketable securities                                        |  |                                | 3,406    |   |      |   | 5,925   |  
|Gain on derivatives                                                                       |  |                                | (2,520   | ) |      |   |        |  
|Equity-based compensation                                                                 |  |                                | 11,320   |   |      |   | 9,108   |  
|Deferred income taxes                                                                     |  |                                | 639      |   |      |   | (183    | )
|Equity in net income of Drug Source Company, LLC, net of dividends received               |  |                                | (2,450   | ) |      |   | (245    | )
|Gain on sale of marketable securities                                                     |  |                                | (792     | ) |      |   |        |  
|Gain on sale of subsidiary                                                                |  |                                | (2,667   | ) |      |   |        |  
|Loss on disposal of property, plant and equipment                                         |  |                                | 1,168    |   |      |   |        |  
|Changes in operating assets and liabilities:                                              |  |                                |          |   |      |   |         |  
|Accounts receivable, net                                                                  |  |                                | (10,502  | ) |      |   | 6,137   |  
|Cash collateral for reacquisition of agreement                                            |  |                                | 300,631  |   |      |   |        |  
|Related party, net                                                                        |  |                                | (269     | ) |      |   | (14,964 | )
|Inventories                                                                               |  |                                | 12,627   |   |      |   | 9,271   |  
|Prepaid expenses and other current assets                                                 |  |                                | (19,608  | ) |      |   | 3,098   |  
|Accounts payable and accrued expenses                                                     |  |                                | 518      |   |      |   | (24,856 | )
|Reacquisition payable                                                                     |  |                                | (268,000 | ) |      |   |        |  
|Accrued litigation costs                                                                  |  |                                |         |   |      |   | 57,609  |  
|Other non-current assets and liabilities                                                  |  |                                | (5,623   | ) |      |   | 2,142   |  
|                                                                                          |  |                                |          |   |      |   |         |  
|Net cash used in operating activities                                                     |  |                                | (29,106  | ) |      |   | (9,513  | )
|                                                                                          |  |                               
|Cash flows from investing activities:                                                     |  |                                |          |   |      |   |         |  
|Purchases of property, plant and equipment                                                |  |                                | (86,716  | ) |      |   | (22,620 | )
|Cash paid for acquisition, net of cash acquired                                           |  |                                | (2,640   | ) |      |   | (14,998 | )
|Purchases of investments and marketable securities                                        |  |                                | (5,000   | ) |      |   | (16,393 | )
|Proceeds from sale of subsidiary                                                          |  |                                | 2,046    |   |      |   |        |  
|Proceeds from sale of marketable securities                                               |  |                                | 3,676    |   |      |   |        |  
|                                                                                          |  |                                |          |   |      |   |         |  
|Net cash used in investing activities                                                     |  |                                | (88,634  | ) |      |   | (54,011 | )
|                                                                                          |  |                               
|Cash flows from financing activities:                                                     |  |                                |          |   |      |   |         |  
|Proceeds from the exercise of stock options                                               |  |                                | 313      |   |      |   | 2,128   |  
|Repurchase of common stock                                                                |  |                                | (874     | ) |      |   |        |  
|                                                                                          |  |                                |          |   |      |   |         |  
|Net cash (used in) provided by financing activities                                       |  |                                | (561     | ) |      |   | 2,128   |  
|Effect of exchange rates on cash and cash equivalents                                     |  |                                | 198      |   |      |   | 18      |  
|                                                                                          |  |                                |          |   |      |   |         |  
|Net decrease in cash and cash equivalents                                                 |  |                                | (118,103 | ) |      |   | (61,378 | )
|Cash and cash equivalents, beginning of period                                            |  |                                | 306,390  |   |      |   | 705,125 |  
|                                                                                          |  |                                |          |   |      |   |         |  
|Cash and cash equivalents, end of period                                                  |  | $                              | 188,287  |   |      | $ | 643,747 |  
|                                                                                          |  |                                |          |   |      |   |         |  

See notes to condensed consolidated financial statements.



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##### Table of Contents

ABRAXIS BIOSCIENCE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

(1) Summary of Significant Accounting Policies

Basis of Presentation

Abraxis BioScience, Inc., the
Company or We, is a Delaware corporation that was formed in June 2007. We are a biotechnology company, with a proprietary marketed product (Abraxane®), global ownership of our proprietary technology platform and clinical pipeline, and dedicated nanoparticle manufacturing capabilities for worldwide supply integrated
with seasoned in-house capabilities, including discovery, clinical drug development, regulatory and sales and marketing.

The
accompanying unaudited condensed consolidated financial statements 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 generally accepted accounting principles 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 and nine months ended September 30, 2009 are not necessarily indicative of the results
that may be expected for the year ended December 31, 2009 or other future periods. The balance sheet information at December 31, 2008 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.

Basis of
Consolidation

The accompanying condensed consolidated financial statements reflect the consolidated operations of Abraxis
BioScience, Inc. and its subsidiaries. The condensed consolidated financial statements include the assets, liabilities and results of operations of our wholly-owned and majority-owned operating subsidiaries and variable interest entities for which
we are the primary beneficiary. Additionally, the condensed consolidated statements include our investment in Drug Source Company, LLC, which is accounted for using the equity method. All material intercompany balances and transactions were
eliminated in consolidation.

For variable interest entities, we assess the terms of our interest in the entity to determine
if we are the primary beneficiary as prescribed by the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) paragraph 810-10-25-38 (Consolidation/Overall/Recognition/Variable Interest Entities). The primary beneficiary
of a variable interest entity is the party that absorbs a majority of the entitys expected losses, receives a majority of its expected residual returns, or both, as a result of holding the variable interest. Variable interests are ownership,
contractual, or other pecuniary interests in an entity that change with changes in the fair value of the entitys net assets excluding variable interests. We have one variable interest entity, Dithera, Inc., and since we are the primary
beneficiary, the variable interest entity is consolidated in our financial statements.

Reclassification

Certain prior year amounts have been reclassified to conform to current year presentations. The reclassifications did not impact net income
or total stockholders equity.

Cash and Cash Equivalents

It is our policy to include cash and investments having maturities of three months or less at the time of acquisition in cash and cash
equivalents.

Cash Collateral for Reacquisition of Agreement

In November 2008, we entered into an agreement with AstraZeneca UK Limited under which we re-acquired the exclusive
rights to market Abraxane® in the United States. As part of the agreement, we provided $286 million ($268
million for termination payment and $18 million for estimated final payments due under the Co-Promotion Agreement) in irrevocable standby letters of credit to secure the future payments under the agreement. The letters of credits were collateralized
by $300.6 million of cash, which was included in Cash collateral for reacquisition of agreement in the balance sheet as of December 31, 2008. In March 2009, we made the final payments under the agreement and were released from our
obligation to maintain the cash collateral.

Use of 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 consolidated financial statements. Estimates may also affect the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.



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##### Table of Contents

Fair Value Measurement

Our assets and liabilities are measured at fair value on a recurring basis in accordance with the provisions for fair value measurement and
disclosures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.

Investments

We review quarterly our available-for-sale securities and cost method investments for other than temporary declines in fair value and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. This review includes an analysis of the facts and circumstances of each individual investment such as the severity of loss, the length of time the fair value has been below cost, the expectation for that securitys performance and
the creditworthiness of the issuer. For the three months ended September 30, 2009, we did not have any other than temporary losses. For the three months ended September 30, 2008, we recognized other than temporary losses of $4.2 million on
available-for-sale securities whose values, based on market quotation, had declined significantly below their carrying value. For the nine months ended September 30, 2009 and 2008, we recorded other than temporary losses of $3.4 million and
$4.2 respectively. The loss is included in Other income and expense in the condensed consolidated statements of operations.

Treasury Stock

We account for treasury stock purchases under the cost
method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains and losses on the subsequent reissuance of shares are credited or charged to paid in capital in excess of par value using the average-cost method.

Recent Accounting Pronouncements

In June 2009, the FASB issued a new accounting standard which amends guidance regarding consolidation of variable interest entities to address the elimination of the concept of a qualifying special
purpose entity (the QSPE). This standard also replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on
identifying which enterprise has the power to direct the activities of the variable interest entity, and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, the standard requires any
enterprise that holds a variable interest in a variable interest entity to provide enhanced disclosures that will provide users of financial statements with more transparent information about an enterprises involvement in a variable interest
entity. This standard is effective for us for interim and annual reporting periods beginning on or after January 1, 2010. We are assessing the impact of this adoption on our consolidated financial statements.

In June 2009, the FASB issued ASC Topic 105, Generally Accepted Accounting Principles, which establishes the FASB Accounting
Standards Codification (Codification) as the single source of authoritative accounting principles recognized by the FASB for nongovernmental entities and will supersede all existing FASB, AICPA, and Emerging Issues Task Force (EITF) pronouncements
and related literatures. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws remain sources of authoritative GAAP for SEC registrants. Henceforth, future changes to GAAP will be
issued in the form of Accounting Standards Updates which will serve to update the Codification itself. We adopted this standard beginning July 1, 2009 and have updated the appropriate GAAP references on our consolidated financial statements.

In August 2009, the FASB issued additional guidance on the fair value measurement of liabilities. The amendments to ASC Topic
820, Measuring Liabilities at Fair Value, provides clarification that in circumstances in which a quoted price in an active market for the identical liabilitity is not available, a reporting entity is required to measure fair value using one
or more of the specified techniques. These amendments are effective for us beginning October 1, 2009. We are assessing the impact of the amendments on our consolidated financial statements.

(2) Earnings Per Share Information

Basic loss per common share is computed by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding during the reporting period. Diluted loss per common share is computed by dividing
net loss attributable to common shareholders by the weighted-average number of common shares used for the basic calculations plus the weighted average dilutive shares, unless the impact of including the dilutive shares are anti-dilutive.
Calculations of basic and diluted loss per common share information are based on the following:



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##### Table of Contents

|                                                             |  |                                       |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|------------------------------------------------------------ |  | ------------------------------------- | ------- | - | ------------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                             |  | Three Months EndedSeptember 30,       |         |   | Nine Months EndedSeptember 30, |  
|                                                             |  | 2009                                  |         |   | 2008                           |   |         | 2009 |  |   | 2008    |  
|                                                             |  | (in thousands, except per share data) |        
|Basic and dilutive numerator:                                |  |                                       |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Net loss attributable to common shareholders                 |  | $                                     | (37,714 | ) |                                | $ | (15,059 | )    |  | $ | (84,068 | ) |  | $ | (94,893 | )
|                                                             |  |                                       |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Denominator:                                                 |  |                                       |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Weighted average common shares outstandingbasic and diluted |  |                                       | 40,100  |   |                                |   | 40,048  |      |  |   | 40,098  |   |  |   | 40,021  |  
|                                                             |  |                                       |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Net loss per common sharebasic and diluted                  |  | $                                     | (0.94   | ) |                                | $ | (0.38   | )    |  | $ | (2.10   | ) |  | $ | (2.37   | )
|                                                             |  |                                       |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Potentially dilutive shares not included                     |  |                                       | 162     |   |                                |   | 261     |      |  |   | 204     |   |  |   | 226     |  
|                                                             |  |                                       |         |   |                                |   |         |      |  |   |         |   |  |   |         |  

(3) Inventories

Inventories are valued at the lower of cost or market as determined under the first-in, first-out, or FIFO, method, as follows:



|                |  |                    |        |                  |   |       
|--------------- |  | ------------------ | ------ | ---------------- | - | ------
|                |  | September 30, 2009 |        | December 31,2008
|                |  | (in thousands)    
|Finished goods  |  | $                  | 8,806  |                  | $ | 14,477
|Work in process |  |                    | 10,100 |                  |   | 9,615 
|Raw materials   |  |                    | 32,045 |                  |   | 39,414
|                |  |                    |        |                  |   |       
|                |  | $                  | 50,951 |                  | $ | 63,506
|                |  |                    |        |                  |   |       

Inventories consist of products currently approved for marketing and may, from time
to time, include certain products pending regulatory approval. Occasionally, we capitalize inventory costs associated with products prior to regulatory approval based on our judgment of probable future commercial success and realizable value. Such
judgment incorporates our knowledge and best judgment of where the product is in the regulatory review process, our required investment in the product, market conditions, competing products and our economic expectations for the product post-approval
relative to the risk of manufacturing the product prior to approval. In evaluating the market value of inventory pending regulatory approval as compared to its cost, we consider the market, pricing and demand for competing products, anticipated
selling price for the product and the position of the product in the regulatory review process. If final regulatory approval for such products is denied or delayed, we may need to provide for and expense such inventory. No inventory held at
September 30, 2009 or December 31, 2008 was pending regulatory approval.

We routinely review our inventory and
establish reserves when the cost of the inventory is not expected to be recovered or its product cost exceeds realizable market value. In instances where inventory is at or approaching expiry, is not expected to be saleable based on quality and
control standards or for which the selling price has fallen below cost, we reserve for any inventory impairment based on the specific facts and circumstances. Provisions for inventory reserves are reflected in the financial statements as an element
of cost of sales with inventories presented net of related reserves.

(4) Investments in Expression Pathology

In April 2009, we acquired preferred stock in Expression Pathology, Inc. (EPI), providing us with a 52% ownership
interest, for an aggregate purchase price of $6.7 million. EPI is a developer of technology for tissue protein analysis and is developing proprietary, personalized medicine clinical assays that relate measurement of protein biomarkers to specific
patient treatment decisions. EPIs proprietary technologies include the Liquid Tissue® technology for the
extraction of proteins from formalin-fixed tissue and the Director technology for the laser microdissection of tissue. We accounted for EPI as a business combination and the assets and liabilities of EPI are consolidated in our unaudited
condensed consolidated financial statements from the date of acquisition.



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##### Table of Contents

The following table summarizes the estimated fair values of the assets acquired and
liabilities recorded after our investment at the acquisition date on April 1, 2009 (in thousands):



|                                                |  |   |       
|----------------------------------------------- |  | - | ------
|Current assets (including cash of $6.6 million) |  | $ | 6,675 
|Property, plant and equipment                   |  |   | 72    
|Intangible and other long-term assets           |  |   | 9,543 
|                                                |  |   |       
|Total assets                                    |  | $ | 16,290
|                                                |  |   |       
|                                                | 
|Current liabilities                             |  | $ | 621   
|Deferred tax liability                          |  |   | 3,580 
|Other long-term liabilities                     |  |   | 89    
|                                                |  |   |       
|Total liabilities                               |  |   | 4,290 
|Non-controlling interest                        |  |   | 5,275 
|Abraxis investment in Expression Pathology     |  |   | 6,725 
|                                                |  |   |       
|Total liabilities and equity                    |  | $ | 16,290
|                                                |  |   |       

Acquired intangible assets of $9.5 million represent technologies used by EPI to
develop new assays for use in testing drug efficacy of certain drugs with certain cancer types. The intangible assets are all definite-lived intangibles and have weighted average lives of approximately 16 years.

The fair value of the 48% noncontrolling interest in EPI was estimated to be $5.3 million at the time of the acquisition and was determined
using a cash flow model. As EPI is a private company, the fair value is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement as defined in ASC Topic 820, Fair Value Measurements and
Disclosures.

(5) Fair Value

Fair value measurement

In accordance with ASC Topic 820, Fair Value
Measurements and Disclosures, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement
date. ASC Topic 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable
inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the inputs that market
participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows:



|        |  |   |  |                                                                                                                                                                                                             
|------- |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1 |  |  |  | Valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;                                               
|        |  |  
|Level 2 |  |  |  | Valuations based on quoted prices in markets that are not active, or financial instruments for which all significant inputs are observable; either directly or indirectly; and                              
|        |  |  
|Level 3 |  |  |  | Valuations based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable; thus, reflecting assumptions
about the market participants.

The following fair value hierarchy tables present information about each major
category of our financial assets measured at fair value on a recurring basis as of September 30, 2009 and December 31, 2008. All of the investments below reflect strategic investments.



|                             |  |                                                             |       |                                            |   |                                        |  |                                 |        |  |   |       
|---------------------------- |  | ----------------------------------------------------------- | ----- | ------------------------------------------ | - | -------------------------------------- |  | ------------------------------- | ------ |  | - | ------
|                             |  | Basis of fair value measurements                            |       |                                           
|                             |  | Quoted prices inactive markets foridentical
assets(Level 1) |       | Significant otherobservableinputs(Level 2) |   | Significantunobservableinputs(Level 3) |  | Balance as ofSeptember 30, 2009
|                             |  | (in thousands)                                             
|Marketable equity securities |  | $                                                           | 6,233 |                                            | $ |                                       |  | $                               |       |  | $ | 6,233 
|Marketable debt securities   |  |                                                             |      |                                            |   |                                       |  |                                 | 14,224 |  |   | 14,224
|Warrants and options         |  |                                                             |      |                                            |   | 3,462                                  |  |                                 |       |  |   | 3,462 
|                             |  |                                                             |       |                                            |   |                                        |  |                                 |        |  |   |       
|Total                        |  | $                                                           | 6,233 |                                            | $ | 3,462                                  |  | $                               | 14,224 |  | $ | 23,919
|                             |  |                                                             |       |                                            |   |                                        |  |                                 |        |  |   |       



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|                             |  |                                                             |       |                                            |   |                                        |  |                                |       |  |   |       
|---------------------------- |  | ----------------------------------------------------------- | ----- | ------------------------------------------ | - | -------------------------------------- |  | ------------------------------ | ----- |  | - | ------
|                             |  | Basis of fair value measurements                            |       |                                           
|                             |  | Quoted prices inactive markets foridentical
assets(Level 1) |       | Significant otherobservableinputs(Level 2) |   | Significantunobservableinputs(Level 3) |  | Balance as ofDecember 31, 2008
|                             |  | (in thousands)                                             
|Marketable equity securities |  | $                                                           | 6,179 |                                            | $ |                                       |  | $                              |      |  | $ | 6,179 
|Marketable debt securities   |  |                                                             |      |                                            |   |                                       |  |                                | 9,131 |  |   | 9,131 
|Warrants and options         |  |                                                             |      |                                            |   | 1,143                                  |  |                                |      |  |   | 1,143 
|                             |  |                                                             |       |                                            |   |                                        |  |                                |       |  |   |       
|Total                        |  | $                                                           | 6,179 |                                            | $ | 1,143                                  |  | $                              | 9,131 |  | $ | 16,453
|                             |  |                                                             |       |                                            |   |                                        |  |                                |       |  |   |       

Gains or losses on marketable equity and debt securities considered to be temporary
are included in accumulated other comprehensive loss at each measurement date. Other than temporary losses are included in other expense in the statement of operations.

Level 3 assets include the fair value of convertible notes and certain embedded derivatives. There is limited market activity for these convertible notes such that the determination of fair value requires
significant judgment or estimation. The convertible notes are initially measured at acquisition cost and subsequently valued by considering, among other items, assumptions that market participants would use in their estimates of fair value, such as
the collateral underlying the security, the inability to sell the investment in an active market, the creditworthiness of the issuer, and, the timing of expected future cash flows. In September 2009, we acquired convertible notes having an aggregate
principal balance of $5 million from a privately held company. The convertible notes mature in two parts: 50% of the notes are due in January 2011 and the remaining 50% are due in 2012. The convertible notes bear interest at ten percent per annum
and are level 3 marketable securities. There were no re-measurements to fair value during the nine months ended September 30, 2009 of assets and liabilities that were not measured at fair value on a recurring basis.

Fair value of other financial instruments

Other financial instruments consist mainly of cash and cash equivalents, accounts receivable and accounts payable. Cash equivalents include investments with maturities of three months or less at the time
of acquisition. At September 30, 2009 and December 31, 2008, the carrying amounts of items comprising current assets and current liabilities approximate fair value due to the short-term nature of these financial instruments.

(6) Related Party Transactions

Receivables from related parties totaled $2.2 million and $1.9 million at September 30, 2009 and December 31, 2008, respectively. Receivables from related parties at September 30, 2009 included $1.9 million in receivables
from Drug Source Company and $0.3 million in receivables from APP Pharmaceuticals, Inc. (APP). At December 31, 2008, we had receivables of $1.6 million from Drug Source Company and $0.3 million from APP.

Transactions with APP Pharmaceuticals

In connection with the separation of APP Pharmaceuticals, Inc. (APP) and us on November 13, 2007, we entered into a number of agreements that govern the relationship between APP and us for a period
of time after the separation. The agreements were entered into while we were still a wholly owned subsidiary of Old Abraxis. These agreements include (i) a tax allocation agreement, (ii) an employee matters agreement, (iii) a
transition services agreement, (iv) a manufacturing agreement and (v) various real estate leases. Transactions relating to these agreements recorded in our condensed consolidated statements of operations are summarized in the following
table:



|                                     |  |                                 |     |                                |   |      |  |      |       |  |   |      
|------------------------------------ |  | ------------------------------- | --- | ------------------------------ | - | ---- |  | ---- | ----- |  | - | -----
|                                     |  | Three Months EndedSeptember 30, |     | Nine Months EndedSeptember 30,
|                                     |  | 2009                            |     | 2008                           |   | 2009 |  | 2008
|                                     |  | (in thousands)                 
|Other revenue:                       |  |                                 |     |                                |   |      |  |      |       |  |   |      
|Net rental income                    |  | $                               | 647 |                                | $ | 647  |  | $    | 2,063 |  | $ | 1,941
|Cost of sales:                       |  |                                 |     |                                |   |      |  |      |       |  |   |      
|Manufacturing and distribution costs |  |                                 | 504 |                                |   | 331  |  |      | 833   |  |   | 1,172
|Facility management fees             |  |                                 | 750 |                                |   | 750  |  |      | 2,000 |  |   | 2,250
|Selling, general and administrative  |  |                                 |     |                                |   |      |  |      |       |  |   |      
|Net general and administrative costs |  |                                 | 273 |                                |   | 785  |  |      | 931   |  |   | 221  



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##### Table of Contents

(7) Accrued Liabilities

Accrued liabilities consisted of the following at:



|                              |  |                    |        |                  |   |       
|----------------------------- |  | ------------------ | ------ | ---------------- | - | ------
|                              |  | September 30, 2009 |        | December 31,2008
|                              |  | (in thousands)    
|Sales and marketing           |  | $                  | 11,441 |                  | $ | 8,183 
|Payroll and employee benefits |  |                    | 17,562 |                  |   | 14,797
|Legal                         |  |                    | 31,096 |                  |   | 17,632
|Liability award plan          |  |                    | 7,448  |                  |   |      
|Milestone                     |  |                    |       |                  |   | 3,950 
|Other                         |  |                    | 12,451 |                  |   | 8,458 
|                              |  |                    |        |                  |   |       
|                              |  | $                  | 79,998 |                  | $ | 53,020
|                              |  |                    |        |                  |   |       

(8) Income Taxes

Our effective tax rate for the three and nine months ended September 30, 2009 was approximately 4.0% and 1.9%, respectively, resulting in a benefit for income taxes. The effective tax rate
differs from the statutory rate primarily as the result of a tax benefit resulting from the utilization of current operating losses against unrealized gains reported in Other Comprehensive Income. We recorded a corresponding tax expense against
Other Comprehensive Income. The effective tax rate is also impacted by certain states where the state tax was based on gross receipts. Finally, the rate was impacted by a $0.3 million tax benefit reported in a foreign jurisdiction.

(9) Comprehensive (Loss) Income

Elements of comprehensive (loss) income, net of income taxes, were as follows:



|                                                           |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|---------------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                           |  | Three Months EndedSeptember 30, |         |   | Nine Months EndedSeptember 30, |  
|                                                           |  | 2009                            |         |   | 2008                           |   |         | 2009 |  |   | 2008    |  
|                                                           |  | (in thousands)                  |        
|Foreign currency translation adjustments                   |  | $                               | (13     | ) |                                | $ | (817    | )    |  | $ | (1,218  | ) |  | $ | 1,212   |  
|Unrealized gain (loss) on marketable equity securities     |  |                                 | 1,818   |   |                                |   | 879     |      |  |   | 4,640   |   |  |   | (2,757  | )
|                                                           |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Other comprehensive income (loss)                          |  |                                 | 1,805   |   |                                |   | 62      |      |  |   | 3,422   |   |  |   | (1,545  | )
|Net loss                                                   |  |                                 | (38,044 | ) |                                |   | (15,059 | )    |  |   | (85,625 | ) |  |   | (94,893 | )
|                                                           |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Comprehensive loss                                         |  | $                               | (36,239 | ) |                                | $ | (14,997 | )    |  | $ | (82,203 | ) |  | $ | (96,438 | )
|                                                           |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Comprehensive loss attributable to noncontrolling interest |  | $                               | (330    | ) |                                | $ |        |      |  | $ | (1,557  | ) |  | $ |        |  
|                                                           |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Comprehensive loss attributable to common shareholders     |  | $                               | (35,909 | ) |                                | $ | (14,997 | )    |  | $ | (80,646 | ) |  | $ | (96,438 | )
|                                                           |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  

At September 30, 2009 and 2008, we had cumulative foreign currency translation
gain adjustments of $0.1 million and $1.4 million, respectively. In addition, at September 30, 2009 and 2008, we had cumulative unrealized gains of $2.3 million and cumulative unrealized losses of $2.1 million, respectively, on marketable
securities.

(10) Stock Repurchase Program

On April 20, 2009, we announced that our board of directors approved a program to repurchase up to $100 million of our common stock. Share repurchases may be commenced, suspended or discontinued at
any time without prior notice. During the three months ended June 30, 2009, we repurchased 20,500 shares of our common stock for an aggregate amount of $0.9 million pursuant to the stock repurchase program, which were subsequently retired in
the third quarter of 2009. We did not repurchase any shares of our common stock during the three months ended September 30, 2009.

(11) Sale of Assets

In March 2009, we sold the shares of our wholly owned subsidiary, Abraxis BioScience
Switzerland GmbH, which held the plant, property and equipment located in Barbengo, Switzerland. We received $2.0 million in proceeds from the sale and recorded a gain of approximately $2.7 million, of which $0.6 million were gains from foreign
currency exchange. The gain is included in selling,



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##### Table of Contents

general and administrative expenses in the condensed consolidated statements of operations for the nine months ended September 30, 2009. We initially recorded an impairment charge of $9.2
million for these assets in the third quarter of 2008.

(12) Proposed Spin-off

In January 2009, we announced that our board of directors approved a plan to spin-off its newly-formed subsidiary, Abraxis Health, Inc., as a
new independent, stand-alone company holding a significant portion our drug discovery, manufacturing and development business. If the spin-off occurs, our stockholders would own (i) shares of Abraxis Health and (ii) shares of our common
stock, and we would continue to operate our existing business, excluding the drug discovery, manufacturing and development business to be held by Abraxis Health. In connection with the proposed spin-off, Abraxis Health would enter into several
agreements with us related to, among other things, manufacturing, transition services, licensing, tax allocations and a number of ongoing commercial relationships. In addition, in connection with the proposed spin-off, we plan to contribute $5
million of our cash balance to Abraxis Health as well as provide a $225 million secured credit facility to Abraxis Health.

The proposed spin-off is subject to a number of closing conditions, including final approval by our board of directors and the effectiveness of the registration statement registering the common stock of Abraxis Health to be distributed to
our stockholders in connection with the spin-off. Approval by our stockholders is not required as a condition to the consummation of the proposed spin-off. In connection with the proposed spin-off, Abraxis Health filed a registration statement on
Form 10 with the SEC on August 4, 2009, withdrawn on August 12, 2009. Abraxis Health plans to file a new Form 10 registration statement, and stockholders are urged to read it, including any amendments or supplements thereto, carefully when
available because it will contain important information about the proposed spin-off.

(13) Contingencies

Certain legal proceedings in which we are involved are discussed in Note 13 to the consolidated financial statements in our Annual Report on
Form 10-K for the year ended December 31, 2008. There have been no material developments to the legal proceedings discussed in our 2008 Annual Report.

We record accruals for contingencies to the extent that we conclude their occurrence is probable and the related damages
are estimable. These assessments involve complex judgments about future events and rely on estimates and assumptions. Although we believe we have substantial defenses in these matters, litigation is inherently unpredictable and we could in the
future incur judgments or enter into settlements that could have a material adverse effect on our results of operations. In September and October 2009, we voluntarily recalled certain lots of Abraxane® manufactured at the Grand Island, New York facility. We accrued for all unsold inventory relating to the recall, which are included in cost of goods
sold, and for product returns, which are included as an offset to Abraxane revenue. While we do not expect to incur additional costs relating to the recall, these accruals were based on facts known at the time of estimation and our assessment of the
final outcome. As new information becomes available in future periods, we may change our accrual estimates.

We are from time
to time subject to claims and litigation arising in the ordinary course of business. We intend to defend vigorously any such litigation that may arise under all defenses that would be available to us. In the opinion of management, the ultimate
outcome of proceedings of which management is aware, even if adverse to us, would not have a material adverse effect on our consolidated financial position or results of operations.

(14) Subsequent Events

We have evaluated material subsequent events
requiring recognition or disclosure through November 6, 2009, the date of issuance of our consolidated financial statements.



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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

This Quarterly Report on Form 10-Q and other materials filed or to be filed by us with the Securities and Exchange Commission, or the SEC, as well as information included in oral statements or other
written statements made or to be made by us, contain forward-looking statements within the meaning of federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in
the federal securities laws. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections about our industry, our beliefs and assumptions. These risks and uncertainties include
those described in Part II, Other Information, Item 1A. Risk Factors and elsewhere in this Quarterly Report on Form 10-Q. Forward-looking statements, whether express or implied, are not guarantees of future performance
and 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 amount and timing of costs associated with the continuing global launch of Abraxane®;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | our ability to maintain and/or improve sales and earnings performance;
| | - |  | ----------------------------------------------------------------------



| |  |  | the actual results achieved in further clinical trials of Abraxane® may or may not be consistent with the results achieved to date;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | the market adoption of any new pharmaceutical products;
| | - |  | -------------------------------------------------------



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



| |  |  | 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 their products;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the availability and price of acceptable raw materials and components from third-party suppliers;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | any adverse outcome in litigation;
| | - |  | ----------------------------------



| |  |  | general economic, political and business conditions that adversely affect our company or our suppliers, distributors or customers;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in costs, including changes in labor costs, raw material prices or advertising and marketing expenses;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | inventory reductions or fluctuations in buying patterns by wholesalers or distributors;
| | - |  | ---------------------------------------------------------------------------------------



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



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



| |  |  | the impact of recent legislative changes to the governmental reimbursement system; and
| | - |  | --------------------------------------------------------------------------------------



| |  |  | risks inherent in acquisitions, divestitures and spin-offs, including the capital resources required for acquisitions, business risks, legal risks and
risks associated with the tax and accounting treatment of such transactions.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 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, whether as a result of new information, changes in assumptions, future events or otherwise. Readers should
carefully review the factors described in Item 1A: Risk Factors of Part II of this Quarterly Report on Form 10-Q and other documents we file from time to time with the Securities and Exchange Commission. Readers
should understand that it is not possible to predict or identify all such factors. Consequently, readers should not consider any such list to be a complete set of all potential risks or uncertainties.

OVERVIEW

The following
managements discussion and analysis of financial condition and results of operations, or MD&A, is intended to assist the reader in understanding our company. The MD&A is provided as a supplement to, and should be read in conjunction
with our Annual Report on Form 10-K for the year ended December 31, 2008, including Item 1: Business; Item 1A: Risk Factors; Item 6: Selected Financial Data; and Item 8: Financial
Statements and Supplementary Data.



14



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##### Table of Contents

Background

We are one of the few fully integrated global biotechnology companies, with a breakthrough marketed product
(Abraxane®), global ownership of our proprietary technology platform and clinical pipeline, and dedicated
nanoparticle manufacturing capabilities for worldwide supply integrated with seasoned in-house capabilities, including discovery, clinical drug development, regulatory and sales and marketing.

We are dedicated to the discovery, development and delivery of next-generation therapeutics and core technologies that
offer patients safer and more effective treatments for cancer and other critical illnesses. Our portfolio includes the worlds first and only protein-based nanometer-sized chemotherapeutic compound (Abraxane®) which is based on our proprietary tumor targeting technology known as the nab® technology platform. This nab® technology platform is the first to exploit the tumors biology against itself, taking advantage of an albumin-specific, receptor-mediated transport system and
allowing the delivery of a drug from the vascular space across the blood vessel wall to the underlying tumor tissue. Abraxane® is the first clinical and commercial validation of our nab® technology platform. From the discovery and research phase to development and commercialization, we are committed to rapidly enhancing our product pipeline and
accelerating the delivery of breakthrough therapies that will transform the lives of patients who need them.

We own the worldwide rights to Abraxane®, a next generation, nanometer-sized, solvent-free taxane that
was approved by the U.S. Food and Drug Administration, or the FDA, in January 2005 for its initial indication in the treatment of metastatic breast cancer and launched in February 2005. We believe the successful launch of Abraxane® validates our nab® tumor targeting technology, a novel biologically interactive (receptor-mediated) system to deliver chemotherapeutic agents.

We are currently developing a raw material supply business, including active pharmaceutical ingredients, for biological and biosimilar
applications. Ultimately, these raw materials may be used in our product candidates and/or sold to third parties. At various times, we may pursue revenue opportunities from sales of our raw materials, but we cannot assure any such opportunities will
materialize to any meaningful degree or at all.

Proposed 2009 Spin-Off

In January 2009, we announced that our board of directors approved a plan to spin-off a newly-formed subsidiary, Abraxis Health, Inc., as a
new independent, stand-alone company holding a significant portion of our drug discovery, pilot manufacturing and development business. If the spin-off occurs, our stockholders would own (i) shares of Abraxis Health and (ii) shares of our
common stock, and we would continue to operate our existing business, excluding the drug discovery, manufacturing and development business to be held by Abraxis Health. In connection with the proposed spin-off, Abraxis Health would enter into
several agreements with us related to, among other things, manufacturing, transition services, tax allocations and a number of ongoing commercial relationships. In addition, in connection with the proposed spin-off, we plan to contribute $5 million
of our cash balance to Abraxis Health as well as provide a $225 million secured credit facility to Abraxis Health.

The
proposed spin-off is subject to a number of closing conditions, including final approval by our board of directors and the effectiveness of the registration statement registering the common stock of Abraxis Health to be distributed to our
stockholders in connection with the spin-off. Approval by our stockholders is not required as a condition to the consummation of the proposed spin-off. In connection with the proposed spin-off, Abraxis Health filed a registration statement on Form
10 with the SEC on August 4, 2009, withdrawn on August 12, 2009. Abraxis Health plans to file a new Form 10 registration statement, and stockholders are urged to read it, including any amendments or supplements thereto, carefully when
available because it will contain important information about the proposed spin-off.

Investments in Expression Pathology

In April 2009, we acquired preferred stock in Expression Pathology, Inc. (EPI), providing us with a 52% ownership
interest, for an aggregate purchase price of $6.7 million. EPI is a developer of technology for tissue protein analysis and is developing proprietary, personalized medicine clinical assays that relate measurement of protein biomarkers to specific
patient treatment decisions. EPIs proprietary technologies include the Liquid Tissue® technology for the
extraction of proteins from formalin-fixed tissue and the Director technology for the laser microdissection of tissue. We accounted for EPI as a business combination and the assets and liabilities of EPI are consolidated in our unaudited
condensed consolidated financial statements from the date of acquisition.

Stock Repurchase Program

On April 20, 2009, we announced that our board of directors approved a program to repurchase up to $100 million of our common stock.
Share repurchases, if any, will be funded by internal cash resources and will be made through open market purchases. The timing, volume and nature of share repurchases are subject to market prices and conditions, applicable securities laws and other
factors, and are at the discretion of management. Share repurchases may be commenced, suspended or discontinued at any time without prior notice. During the three months ended June 30, 2009, we repurchased 20,500 shares of our common stock for
$0.9



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##### Table of Contents

million pursuant to the stock repurchase program, which were subsequently retired in the third quarter of 2009. We did not repurchase any shares of our common stock during the three months ended
September 30, 2009.

Universal Shelf Registration Statement

On June 18, 2008, we filed a registration statement on Form S-3 with the Securities and Exchange Commission (SEC). On July 2, 2009,
the SEC declared this registration statement effective. Under this registration statement, we may, from time to time, offer shares of our common stock and preferred stock, various series of debt securities or warrants or rights to purchase any such
securities, either individually or in units, in one or more offerings, in amounts we will determine from time to time, up to a total of $400 million. In addition, certain stockholders may, from time to time, sell in one or more offerings up to a
total of 2,000,000 shares of our common stock.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2009 and September 30, 2008

The
following table sets forth the results of our operations for the three months ended September 30, 2009 and 2008, and forms the basis for the following discussion of our operating activities:



|                                                             |  |                                                  |         |   |                                            |   |         |   |  |   |         |   |  |      |   
|------------------------------------------------------------ |  | ------------------------------------------------ | ------- | - | ------------------------------------------ | - | ------- | - |  | - | ------- | - |  | ---- | --
|                                                             |  | Three Months Ended September 30,                 |         |   | Change Favorable(Unfavorable)2009 vs. 2008 |  
|                                                             |  | 2009                                             |         |   | 2008                                       |   |         | $ |  |   | %       |  
|                                                             |  | (unaudited, in thousands, except per share data) |        
|Consolidated statements of operations data:                  |  |                                                  |         |   |                                            |   |         |   |  |   |         |   |  |      |   
|Revenue:                                                     |  |                                                  |         |   |                                            |   |         |   |  |   |         |   |  |      |   
|Abraxane                                                     |  | $                                                | 82,854  |   |                                            | $ | 92,045  |   |  | $ | (9,191  | ) |  | (10  | )%
|Other                                                        |  |                                                  | 13,774  |   |                                            |   | 1,336   |   |  |   | 12,438  |   |  | 931  | % 
|                                                             |  |                                                  |         |   |                                            |   |         |   |  |   |         |   |  |      |   
|Net revenue                                                  |  |                                                  | 96,628  |   |                                            |   | 93,381  |   |  |   | 3,247   |   |  | 3    | % 
|Cost of sales                                                |  |                                                  | 19,714  |   |                                            |   | 11,128  |   |  |   | (8,586  | ) |  | (77  | )%
|                                                             |  |                                                  |         |   |                                            |   |         |   |  |   |         |   |  |      |   
|Gross profit                                                 |  |                                                  | 76,914  |   |                                            |   | 82,253  |   |  |   | (5,339  | ) |  | (6   | )%
|Operating expenses:                                          |  |                                                  |         |   |                                            |   |         |   |  |   |         |   |  |      |   
|Research and development                                     |  |                                                  | 51,030  |   |                                            |   | 21,015  |   |  |   | (30,015 | ) |  | (143 | )%
|Selling, general and administrative                          |  |                                                  | 58,013  |   |                                            |   | 56,273  |   |  |   | (1,740  | ) |  | (3   | )%
|Litigation costs                                             |  |                                                  |        |   |                                            |   | 221     |   |  |   | 221     |   |  | 100  | % 
|Impairment charge                                            |  |                                                  |        |   |                                            |   | 9,214   |   |  |   | 9,214   |   |  | 100  | % 
|Amortization of intangible assets                            |  |                                                  | 9,952   |   |                                            |   | 9,872   |   |  |   | (80     | ) |  | (1   | )%
|Equity in net income of Drug Source Co., LLC                 |  |                                                  | (1,090  | ) |                                            |   | (469    | ) |  |   | 621     |   |  | 132  | % 
|                                                             |  |                                                  |         |   |                                            |   |         |   |  |   |         |   |  |      |   
|Total operating expenses                                     |  |                                                  | 117,905 |   |                                            |   | 96,126  |   |  |   | (21,779 | ) |  | (23  | )%
|                                                             |  |                                                  |         |   |                                            |   |         |   |  |   |         |   |  |      |   
|Loss from operations                                         |  |                                                  | (40,991 | ) |                                            |   | (13,873 | ) |  |   | (27,118 | ) |  | (195 | )%
|Interest income                                              |  |                                                  | 614     |   |                                            |   | 4,274   |   |  |   | (3,660  | ) |  | (86  | )%
|Other income (expense)                                       |  |                                                  | 743     |   |                                            |   | (5,481  | ) |  |   | 6,224   |   |  | 114  | % 
|                                                             |  |                                                  |         |   |                                            |   |         |   |  |   |         |   |  |      |   
|Loss before income taxes                                     |  |                                                  | (39,634 | ) |                                            |   | (15,080 | ) |  |   | (24,554 | ) |  | (163 | )%
|Benefit for income taxes                                     |  |                                                  | (1,590  | ) |                                            |   | (21     | ) |  |   | 1,569   |   |  | 7471 | % 
|                                                             |  |                                                  |         |   |                                            |   |         |   |  |   |         |   |  |      |   
|Net loss                                                     |  | $                                                | (38,044 | ) |                                            | $ | (15,059 | ) |  | $ | (22,985 | ) |  | (153 | )%
|                                                             |  |                                                  |         |   |                                            |   |         |   |  |   |         |   |  |      |   
|Net loss attributable to non controlling interest            |  |                                                  | (330    | ) |                                            |   |        |   |  |   | (330    | ) |  |     |   
|                                                             |  |                                                  |         |   |                                            |   |         |   |  |   |         |   |  |      |   
|Net loss attributable to controlling interest                |  | $                                                | (37,714 | ) |                                            | $ | (15,059 | ) |  | $ | (22,655 | ) |  | (150 | )%
|                                                             |  |                                                  |         |   |                                            |   |         |   |  |   |         |   |  |      |   
|Basic and diluted net loss per common share                  |  | $                                                | (0.94   | ) |                                            | $ | (0.38   | ) |  |   |         |   |  |      |   
|Basic and diluted weighted-average common shares outstanding |  |                                                  | 40,100  |   |                                            |   | 40,048  |   |  |   |         |   |  |      |   



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Net Revenue

Net revenue for the three months ended September 30, 2009 increased by $3.2 million, or 3.5% to $96.6 million as compared to $93.4
million for the same period in 2008. Included in net revenue for the three months ended September 30, 2008 was $9.1 million of recognized deferred revenue related to the co-promotion agreement with AstraZeneca which ended in January 2009.

Abraxane revenue for the three months ended September 30, 2009 decreased $9.1 million to $82.9 million compared to $92.0
million for the same period in 2008. Excluding the recognition of deferred revenue associated with the co-promotion agreement, total Abraxane revenue for the three months ended September 30, 2009 decreased by $0.1 million, or 0.1%, to $82.9
million as compared to $83.0 million for the same period in the previous year.

Other revenue for the three months ended
September 30, 2009 increased by $12.5 million or 931.0% to $13.8 million compared to $1.3 million for the same period in 2008 primarily due to sales of raw materials in 2009.

Gross Profit

Gross profit for the three months ended September 30, 2009 was $76.9 million, or 79.6% of net revenue, as compared to $82.3 million, or 88.1% of net revenue, for the same period in 2008. Excluding
recognized deferred revenue related to the co-promotion agreement, gross profit as a percentage of net revenue for the three months ended September 30, 2009 was 79.6% as compared to 86.8% for the same period in 2008. The decrease was primarily
due to the elimination of the deferred revenue recognized from the co-promotion agreement, higher volume of sales of lower margin products, a voluntarily initiated recall of certain lots of Abraxane® and increased sales of Abraxane® outside of the United States.

Research
and Development

Our research and development expenses are comprised primarily of costs related to our drug discovery
efforts, drug development efforts, clinical trials, and other research and development activities. We do not track total research and development expenses separately for each of our product development programs. Drug discovery and drug development
expenses mostly include personnel expense, lab supplies, non-refundable upfront payments, consulting fees, occupancy costs and other third-party costs.

The scope and magnitude of our future research and development expenses are difficult to predict at this time given the number of studies that will need to be conducted for any of our potential product
candidates. In general, biotechnology product development involves a series of steps. The process begins with discovery and preclinical research leading up to the submission of an Investigational New Drug (IND) application to the U.S. Food and Drug
Administration (FDA), which allows for the initiation of the clinical evaluation of a potential drug candidate in humans. Clinical trials are typically comprised of three phases of study: Phase 1, Phase 2 and Phase 3. Generally, the majority of a
drug candidates total development costs are incurred during Phase 3, which consists of trials that are typically both the longest and largest conducted during the drug development process. The length of time to complete clinical trials may
take as many as seven to ten years. However, the length of time may vary substantially according to factors relating to the particular clinical trial, such as the type and intended use of the drug candidate, the clinical trial design and the ability
to enroll suitable patients.

The estimation of completion dates or costs to complete our research and development projects
would be highly speculative and subjective due to the numerous risks and uncertainties associated with developing biotechnology products. These risks could include (i) significant changing government regulation, (ii) the uncertainty of
future preclinical and clinical study results, (iii) uncertainties associated with developing biotechnology products and (iv) uncertainties associated with process development and manufacturing. Our research and development expenses can
vary from period to period given the rate at which clinical trial materials are acquired and utilized and the rate at which we are successful in enrolling suitable patients. The following table summarizes our research and development expenses for
the three months ended September 30, 2009 and 2008:



|                               |  |                                  |        |      |   |       
|------------------------------ |  | -------------------------------- | ------ | ---- | - | ------
|                               |  | Three Months Ended September 30,
|                               |  | 2009                             |        | 2008
|                               |  | (in thousands)                  
|Discovery                      |  | $                                | 5,791  |      | $ | 3,263 
|Drug development               |  |                                  | 10,899 |      |   | 7,329 
|Clinical trials                |  |                                  | 24,952 |      |   | 6,656 
|Other research and development |  |                                  | 9,388  |      |   | 3,767 
|                               |  |                                  |        |      |   |       
|                               |  | $                                | 51,030 |      | $ | 21,015
|                               |  |                                  |        |      |   |       



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##### Table of Contents

Research and development expense for the three months ended September 30, 2009
increased $30.0 million, or 142.8%, to $51.0 million as compared to $21.0 million for the same period in 2008. The majority of the increase was due to additional spending on Phase III clinical trials for non-small cell lung cancer, pancreatic cancer
and melanoma. The remainder of the increase was attributable to investments in early stage discovery and other research and development projects.

Selling, General and Administrative

Selling, general
and administrative expense for the three months ended September 30, 2009 increased $1.7 million to $58.0 million, or 60.0% of net revenue, from $56.3 million, or 60.3% of net revenue, for the same period in 2008. The reacquisition of
Abraxane® marketing rights in the U.S. yielded savings due to the elimination of commission payments. These
savings were offset by increased investment in the global expansion of Abraxane® primarily in China and the
European Union, and increased spending on U.S. sales and marketing.

Litigation Costs

For the three months ended September 30, 2008, we accrued additional litigation costs of $0.2 million for post-judgment interest for a
matter which we are appealing.

Impairment Charge

For the three months ended September 30, 2008, we recorded a property, plant and equipment impairment charge totaling $9.2 million for
an anticipated sale of certain property, plant and equipment.

Amortization of Intangible Assets

Amortization of intangible assets for the three months ended September 30, 2009 was $9.9 million, the same as for the comparable period
in the prior year.

Equity Income in Drug Source Company, LLC

Income from Drug Source Company in the third quarter of 2009 increased $0.6 million to $1.1 million compared to the corresponding period in
2008 primarily due to higher gross margins on sales.

Other Non-Operating Items

Interest income consisted primarily of interest earned on invested cash. The decrease in interest income for the three months ended
September 30, 2009 of $3.7 million was due to lower investment balances and lower interest rates in 2009 as compared to 2008. For the three months ended September 30, 2009, the average yield on cash investments was 0.4%.

Net other income increased $6.2 million for the three months ended September 30, 2009 primarily due to gains recognized on the fair
value of derivatives in the third quarter of 2009 compared to other than temporary losses recorded on available for sale securities for the same period in the prior year.

Provision for Income Taxes

Our effective tax rate for the three months
ended September 30, 2009 was approximately 4.0%, resulting in a benefit for income taxes. The effective tax rate for the three months differs from the statutory rate primarily as the result of a tax benefit resulting from the utilization
of current operating losses against unrealized gains reported in Other Comprehensive Income. We recorded a corresponding tax expense against Other Comprehensive Income. The effective tax rate was also impacted by certain states where the
state tax was based on gross receipts. Finally, the rate was impacted by a tax benefit reported in a foreign jurisdiction.



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##### Table of Contents

RESULTS OF OPERATIONS

Nine Months Ended September 30, 2009 and September 30, 2008

The
following table sets forth the results of our operations for the nine months ended September 30, 2009 and 2008, and forms the basis for the following discussion of our operating activities:



|                                                             |  |                                                  |         |   |                                            |   |          |   |  |   |         |   |  |      |   
|------------------------------------------------------------ |  | ------------------------------------------------ | ------- | - | ------------------------------------------ | - | -------- | - |  | - | ------- | - |  | ---- | --
|                                                             |  | Nine Months Ended September 30,                  |         |   | Change Favorable(Unfavorable)2009 vs. 2008 |  
|                                                             |  | 2009                                             |         |   | 2008                                       |   |          | $ |  |   | %       |  
|                                                             |  | (unaudited, in thousands, except per share data) |        
|Consolidated statements of operations data:                  |  |                                                  |         |   |                                            |   |          |   |  |   |         |   |  |      |   
|Revenue:                                                     |  |                                                  |         |   |                                            |   |          |   |  |   |         |   |  |      |   
|Abraxane                                                     |  | $                                                | 228,627 |   |                                            | $ | 245,810  |   |  | $ | (17,183 | ) |  | (7   | )%
|Other                                                        |  |                                                  | 25,712  |   |                                            |   | 7,335    |   |  |   | 18,377  |   |  | 251  | % 
|                                                             |  |                                                  |         |   |                                            |   |          |   |  |   |         |   |  |      |   
|Net revenue                                                  |  |                                                  | 254,339 |   |                                            |   | 253,145  |   |  |   | 1,194   |   |  |     |   
|Cost of sales                                                |  |                                                  | 43,457  |   |                                            |   | 29,680   |   |  |   | (13,777 | ) |  | (46  | )%
|                                                             |  |                                                  |         |   |                                            |   |          |   |  |   |         |   |  |      |   
|Gross profit                                                 |  |                                                  | 210,882 |   |                                            |   | 223,465  |   |  |   | (12,583 | ) |  | (6   | )%
|Operating expenses:                                          |  |                                                  |         |   |                                            |   |          |   |  |   |         |   |  |      |   
|Research and development                                     |  |                                                  | 122,772 |   |                                            |   | 61,325   |   |  |   | (61,447 | ) |  | (100 | )%
|Selling, general and administrative                          |  |                                                  | 150,708 |   |                                            |   | 157,313  |   |  |   | 6,605   |   |  | 4    | % 
|Litigation costs                                             |  |                                                  |        |   |                                            |   | 57,609   |   |  |   | 57,609  |   |  | 100  | % 
|Acquired in-process research and development                 |  |                                                  |        |   |                                            |   | 13,900   |   |  |   | 13,900  |   |  | 100  | % 
|Impairment charge                                            |  |                                                  |        |   |                                            |   | 9,214    |   |  |   | 9,214   |   |  | 100  | % 
|Amortization of intangible assets                            |  |                                                  | 29,859  |   |                                            |   | 29,483   |   |  |   | (376    | ) |  | (1   | )%
|Equity in net income of Drug Source Co., LLC                 |  |                                                  | (2,450  | ) |                                            |   | (245     | ) |  |   | 2,205   |   |  | 900  | % 
|                                                             |  |                                                  |         |   |                                            |   |          |   |  |   |         |   |  |      |   
|Total operating expenses                                     |  |                                                  | 300,889 |   |                                            |   | 328,599  |   |  |   | 27,710  |   |  | 8    | % 
|                                                             |  |                                                  |         |   |                                            |   |          |   |  |   |         |   |  |      |   
|Loss from operations                                         |  |                                                  | (90,007 | ) |                                            |   | (105,134 | ) |  |   | 15,127  |   |  | 14   | % 
|Interest income                                              |  |                                                  | 2,501   |   |                                            |   | 15,385   |   |  |   | (12,884 | ) |  | (84  | )%
|Other income (expense)                                       |  |                                                  | 240     |   |                                            |   | (4,941   | ) |  |   | 5,181   |   |  | 105  | % 
|                                                             |  |                                                  |         |   |                                            |   |          |   |  |   |         |   |  |      |   
|Loss before income taxes                                     |  |                                                  | (87,266 | ) |                                            |   | (94,690  | ) |  |   | 7,424   |   |  | 8    | % 
|(Benefit) provision for income taxes                         |  |                                                  | (1,641  | ) |                                            |   | 203      |   |  |   | 1,844   |   |  | 908  | % 
|                                                             |  |                                                  |         |   |                                            |   |          |   |  |   |         |   |  |      |   
|Net loss                                                     |  | $                                                | (85,625 | ) |                                            | $ | (94,893  | ) |  | $ | 9,268   |   |  | 10   | % 
|                                                             |  |                                                  |         |   |                                            |   |          |   |  |   |         |   |  |      |   
|Net loss attributable to non controlling interest            |  |                                                  | (1,557  | ) |                                            |   |         |   |  |   | (1,557  | ) |  |     |   
|                                                             |  |                                                  |         |   |                                            |   |          |   |  |   |         |   |  |      |   
|Net loss attributable to controlling interest                |  | $                                                | (84,068 | ) |                                            | $ | (94,893  | ) |  | $ | 10,825  |   |  | 11   | % 
|                                                             |  |                                                  |         |   |                                            |   |          |   |  |   |         |   |  |      |   
|Basic and diluted net loss per common share                  |  | $                                                | (2.10   | ) |                                            | $ | (2.37    | ) |  |   |         |   |  |      |   
|Basic and diluted weighted-average common shares outstanding |  |                                                  | 40,098  |   |                                            |   | 40,021   |   |  |   |         |   |  |      |   



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Net Revenue

Net revenue for the nine months ended September 30, 2009 increased by $1.2 million, or 0.5%, to $254.3 million as compared to $253.1
million for the same period in 2008. Included in net revenue for the nine months ended September 30, 2008 was $27.3 million of recognized deferred revenue related to the co-promotion agreement with AstraZeneca which ended in January 2009.

Abraxane revenue for the nine months ended September 30, 2009 decreased $17.2 million to $228.6 million compared to
$245.8 million for the same period in 2008. Excluding the recognition of deferred revenue associated with the co-promotion agreement, total Abraxane revenue for the nine months ended September 30, 2009 increased by $10.1 million, or 4.6%, to
$228.6 million as compared to $218.5 million for the same period in the previous year. Incremental revenue from the global expansion into the China, Australian and European markets and higher average net selling price in the United States
contributed to the increase in revenue compared to the prior year.

Other revenue for the nine months ended September 30,
2009 increased by $18.4 million or 250.5% to $25.7 million as compared to $7.3 million for the same period in 2008 primarily due to raw materials sales beginning in the second quarter of 2009.

Gross Profit

Gross profit for the nine months ended September 30, 2009 was $210.9 million, or 82.9% of net revenue, as compared to $223.5 million, or 88.3% of net revenue for the same period in 2008. The decrease
was primarily due to the elimination of the deferred revenue recognized from the co-promotion agreement, increased volume of sales of lower margin products, a voluntarily initiated recall of certain lots of Abraxane® and increased sales of Abraxane® outside the United States compared to the prior year. Excluding recognized deferred revenue related to the co-promotion agreement, gross profit as a percentage of net
revenue for the nine months ended September 30, 2009 was 82.9% as compared to 86.9% in 2008.

Research and Development

Research and development expense for the nine months ended September 30, 2009 increased $61.5 million, or 100.2%, to
$122.8 million as compared to $61.3 million for the same period in 2008. Greater spending on Phase III clinical trials for non-small cell lung cancer, pancreatic cancer and melanoma accounted for approximately 50% of the increase. The remainder was
attributable to investments in early stage discovery and other research and development projects. The following table summarizes our research and development expenses for the nine months ended September 30, 2009 and 2008:



|                               |  |                                 |         |      |   |       
|------------------------------ |  | ------------------------------- | ------- | ---- | - | ------
|                               |  | Nine Months Ended September 30,
|                               |  | 2009                            |         | 2008
|                               |  | (in thousands)                 
|Discovery                      |  | $                               | 15,158  |      | $ | 10,514
|Drug development               |  |                                 | 30,004  |      |   | 19,376
|Clinical trials                |  |                                 | 53,427  |      |   | 16,936
|Other research and development |  |                                 | 24,183  |      |   | 14,499
|                               |  |                                 |         |      |   |       
|                               |  | $                               | 122,772 |      | $ | 61,325
|                               |  |                                 |         |      |   |       

Selling, General and Administrative

Selling, general and administrative expense for the nine months ended September 30, 2009 decreased $6.6 million to
$150.7 million, or 59.3% of net revenue, from $157.3 million, or 62.1% of net revenue, for the same period in 2008. The reacquisition of Abraxane® marketing rights in the U.S. yielded savings due to the elimination of commission payments partially offset by increased investment in the global expansion of
Abraxane® primarily in China and the European Union, and increased spending on U.S. sales and marketing.

Litigation Costs

For the nine months ended September 30, 2008, we have accrued litigation costs of $57.6 million which includes $2.4 million of interest for a matter which we are appealing.

Acquired In-Process Research and Development

In connection with the purchase of Shimoda Biotech (Proprietary) Limited and Platco Technologies (Proprietary) Limited in April 2008, we acquired certain research and development projects that were
required to be expensed in accordance with generally accepted accounting principles. Approximately $13.9 million of the purchase price was expensed as in-process research and



20



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development for projects that, as of the acquisition date, had not yet reached technological or regulatory feasibility and had no alternative future uses in their current states.

Impairment Charge

For the nine months ended September 30, 2008, an impairment charge totaling $9.2 million was recorded as a result of an anticipated sale of certain property, plant, and equipment.

Amortization of Intangible Assets

Amortization of intangible assets for the nine months ended September 30, 2009 was $29.9 million compared to $29.5 million for the same period in the prior year.

Equity Income in Drug Source Company, LLC

Income from Drug Source Company for the nine months ended September 30, 2009 was $2.4 compared to $0.2 million for the corresponding period in 2008 due to overall increased sales volume, which offset
a decrease in margins and an increase in selling, general and administration expenses.

Other Non-Operating Items

Interest income consisted primarily of interest earned on invested cash. The decrease in interest income for the nine
months ended September 30, 2009 of $12.9 million was due to lower investment balances and lower interest rates in 2009 as compared to 2008. For the nine months ended September 30, 2009, the average yield on cash investments was 0.9%.

Other income (expense) for the nine months ended September 30, 2009 and 2008, was $0.2 and $4.9 million, respectively,
reflecting an increase of $5.1 million primarily due to other than temporary loss on marketable securities recognized in 2008.

Provision for Income Taxes

Our effective tax rate for the nine months ended September 30, 2009 was
approximately 1.9%, resulting in a benefit for income taxes. The effective tax rate for the nine months differs from the statutory rate primarily as the result of a tax benefit resulting from the utilization of current operating losses against
unrealized gains reported in Other Comprehensive Income. We recorded a corresponding tax expense against Other Comprehensive Income. The effective tax rate was also impacted by certain states where the state tax was based on gross
receipts. Finally, the rate was impacted by a $0.3 million tax benefit reported in a foreign jurisdiction.

LIQUIDITY AND CAPITAL
RESOURCES

Overview

The following table summarizes key elements of our financial position and sources and (uses) of cash and cash equivalents as follows:



|                                                            |  |                                 |           |   |                  |   |           |  
|----------------------------------------------------------- |  | ------------------------------- | --------- | - | ---------------- | - | --------- | -
|                                                            |  | September 30,2009               |           |   | December 31,2008 |  
|                                                            |  | (unaudited) (in thousands)      |          
|Summary Financial Position                                  |  |                                 |           |   |                  |   |           |  
|Cash and cash equivalents                                   |  | $                               | 188,287   |   |                  | $ | 306,390   |  
|Cash collateral for reacquisition of agreement              |  |                                 |          |   |                  |   | 300,631   |  
|Working capital                                             |  |                                 | 240,132   |   |                  |   | 386,148   |  
|Total assets                                                |  |                                 | 1,102,452 |   |                  |   | 1,438,584 |  
|Total equity                                                |  |                                 | 859,012   |   |                  |   | 929,472   |  
|                                                            | 
|                                                            |  | Nine Months Ended September 30, |          
|                                                            |  | 2009                            |           |   | 2008             |  
|                                                            |  | (unaudited, in thousands)       |          
|Summary of Sources and (Uses) of Cash and Cash Equivalents: |  |                                 |           |   |                  |   |           |  
|Operating activities                                        |  | $                               | (29,106   | ) |                  | $ | (9,513    | )
|Purchases of property, plant and equipment                  |  |                                 | (86,716   | ) |                  |   | (22,620   | )
|Cash paid for acquisition, net of cash acquired             |  |                                 | (2,640    | ) |                  |   | (14,998   | )
|Purchases of investments and other marketable securities    |  |                                 | (5,000    | ) |                  |   | (16,393   | )
|Financing activities                                        |  |                                 | (561      | ) |                  |   | 2,128     |  



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Sources and Uses of Cash

Operating Activities

Net cash used in operating activities was $29.1 million for the nine months ended September 30, 2009 compared to net cash used in operating activities of $9.5 million for the same period in 2008 resulting in $19.6 million increase in
cash used in operations. The increase in cash used in operations was primarily due to reduction in cash from accounts receivable and an increase in prepaid expenses. This decrease was partially offset by cash collateral for reacquisition agreement
(in excess of accruals) and a decrease in related party receivable.

Investing Activities

Our investing activities have included capital expenditures necessary to expand and maintain our manufacturing capabilities and
infrastructure and to acquire various intellectual property rights and other investments.

Net cash used for the acquisition
of property, plant and equipment for the nine months ended September 30, 2009 totaled $86.7 million. The majority of this amount related to expenditures for the purchase of our Costa Mesa research facility and the modernization of our Melrose
Park, Illinois and Phoenix, Arizona manufacturing facilities. Net cash paid for acquisition of $2.6 million relates to net milestone payments for Shimoda Biotech and Platco Technologies. Additionally, we purchased notes receivable of $5.0 million.
For the nine months ended September 30, 2009, we also had proceeds from the sale of marketable securities of $3.7 million and proceeds of $2.0 million from the sale of our subsidiary in Barbengo, Switzerland.

For the nine months ended September 30, 2008, we acquired $22.6 million of property, plant and equipment and we purchased $16.4 million
in marketable securities and other investments. Additionally, in 2008, we paid $15.0 million to acquire Shimoda Biotech and Platco Technologies.

Financing Activities

Net cash used by financing activities for the nine
months ended September 30, 2009 included the purchase of treasury stock and cash received upon the exercise of stock options.

Net cash provided by financing activities for the nine months ended September 30, 2008 represented cash received upon the exercise of stock options.

Sources of Financing and Capital Requirements

Our primary source of
liquidity has been cash from operations and the $700 million cash contribution we received in connection with our separation from APP Pharmaceuticals, Inc. in November 2007. In connection with the proposed spin-off of Abraxis Health, we plan to
contribute $5 million of our cash balance to Abraxis Health as well as provide a $225 million secured credit facility to Abraxis Health. We believe our cash and cash equivalents on hand, together with any cash generated from operations, will be
sufficient to finance our operations and our obligations under the proposed secured credit facility for at least the next twelve months. In the event we engage in future acquisitions or significant capital projects or significantly reduce our
available cash resources in connection with the proposed spin-off of Abraxis Health, we may have to raise additional capital through additional borrowings or the issuance of debt or equity securities.

On June 18, 2008, we filed a registration statement on Form S-3 with the Securities and Exchange Commission (SEC). On July 2,
2009, the SEC declared this registration statement effective. Under this registration statement, we may, from time to time, offer shares of our common stock and preferred stock, various series of debt securities or warrants or rights to purchase any
such securities, either individually or in units, in one or more offerings, in amounts we will determine from time to time, up to a total of $400 million. In addition, certain stockholders may, from time to time, sell in one or more offerings up to
a total of 2,000,000 shares of our common stock.

Capital Requirements

Our future capital requirements will depend on numerous factors, including:



| |  |  | expansion of product sales into international markets;
| | - |  | ------------------------------------------------------



| |  |  | working capital requirements and production, sales, marketing and development costs required to support Abraxane®;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | research and development, including clinical trials, spending to develop further product candidates and ongoing studies;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | the need for manufacturing expansion and improvement;
| | - |  | -----------------------------------------------------



| |  |  | the allocation of cash resources between us and Abraxis Health if the proposed spin-off occurs;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | the requirements of any potential future acquisitions, asset purchases or equity investments; and
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | the amount of cash generated by operations, including potential milestone and license revenue.
| | - |  | ----------------------------------------------------------------------------------------------



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On April 20, 2009, we announced that our board of directors approved a program to
repurchase up to $100 million of the companys common stock. Share repurchases, if any, will be funded by internal cash resources and will be made through open market purchases. The timing, volume and nature of share repurchases are subject to
market prices and conditions, applicable securities laws and other factors, and are at the discretion of management. Share repurchases may be commenced, suspended or discontinued at any time without prior notice.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued a new accounting standard which amends guidance regarding consolidation of variable interest entities to address the elimination of the concept of a qualifying special purpose entity (the QSPE).
This standard also replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the
power to direct the activities of the variable interest entity, and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, the standard requires any enterprise that holds a variable interest in
a variable interest entity to provide enhanced disclosures that will provide users of financial statements with more transparent information about an enterprises involvement in a variable interest entity. This standard is effective for us for
interim and annual reporting periods beginning on or after January 1, 2010. We are assessing the impact of this adoption on our consolidated financial statements.

In June 2009, the FASB issued ASC Topic 105, Generally Accepted Accounting Principles, which establishes the FASB Accounting Standards Codification (Codification) as the single source of
authoritative accounting principles recognized by the FASB for nongovernmental entities and will supersede all existing FASB, AICPA, and Emerging Issues Task Force (EITF) pronouncements and related literatures. Rules and interpretive releases of the
Securities and Exchange Commission (SEC) under authority of federal securities laws remain sources of authoritative GAAP for SEC registrants. Henceforth, future changes to GAAP will be issued in the form of Accounting Standards Updates which will
serve to update the Codification itself. We adopted this standard beginning July 1, 2009 and have updated the appropriate GAAP references on our consolidated financial statements.

In August 2009, the FASB issued additional guidance on the fair value measurement of liabilities. The amendments to ASC Topic 820,
Measuring Liabilities at Fair Value, provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more
of the specified techniques. The amendments also clarify that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that
prevents the transfer of the liability. In addition, both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in active market when no
adjustments to the quoted price of the asset are required, are Level 1 fair value measurements. These amendments are effective for us beginning October 1, 2009. We are assessing the impact of the amendments on our consolidated financial
statements.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

We are exposed to market risks associated with changes in interest rates and foreign currency exchange rates. Interest rate changes affect primarily our investments in marketable securities and our debt
obligations. Changes in foreign currency exchange rates can affect our operations outside of the United States.

Foreign
Currency Risk: We have operations in Canada, Europe, South Africa and other parts of the world; however, both revenue and expenses of those operations are typically denominated in the currency of the country of operations, providing a
partial hedge. Nonetheless, these foreign operations are presented in our consolidated and combined financial statements in U.S. dollars and can be impacted by foreign currency exchange fluctuations through both (i) translation risk, which is
the risk that the financial statements for a particular period or as of a certain date depend on the prevailing exchange rates of the various currencies against the U.S. dollar, and (ii) transaction risk, which is the risk that the currency
impact of transactions denominated in currencies other than the functional currency may vary according to currency fluctuations.

With respect to translation risk, even though there may be fluctuations of currencies against the U.S. dollar, which may impact comparisons with prior periods, the translation impact is included in accumulated other comprehensive income, a
component of stockholders equity, and does not affect the underlying results of operations. Gains and losses related to transactions denominated in a currency other than the functional currency of the countries in which we operate are included
in the consolidated statements of operations. As of September 30, 2009, there were no outstanding hedge arrangements.

Investment Risk: The primary objectives of our investment program are the safety and preservation of principal, maintaining liquidity to meet operating and projected cash flow requirements, and maximizing return on invested
funds, while diversifying 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.



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To minimize this risk, we maintain an investment portfolio of cash equivalents and
short-term investments consisting of high credit quality securities, including money market funds, commercial paper, government and non-government debt securities. We do not use derivative financial instruments.

We are also exposed to equity price risks on marketable equity securities included in our portfolio of investments entered into for the
promotion of business and strategic objectives. These investments are generally in small capitalization stocks in the biotechnology industry sector. We regularly review the market prices of these investments for impairment purposes. For the three
months ended September 30, 2009, we did not recognize any other than temporary impairment loss. For the nine months ended September 30, 2009, we recorded other than temporary losses of $3.4 million on available for sale securities whose
values, based on market quotation, had declined below their carrying value.

Interest Rate Risk: As of
September 30, 2009, we had no debt obligations outstanding. Consequently, we have minimal current exposure to changes in interest rates on borrowings.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

We maintain disclosure controls and procedures, as such term is defined under Exchange Act Rules 13a-15(e) and 15d-15(e), that 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 that such information is accumulated and communicated to management, including our Chief Executive
Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and
operated, can only provide reasonable assurance of achieving the desired control objectives and in reaching a reasonable level of assurance we necessarily are required to apply judgment in evaluating the cost-benefit relationship of possible
controls and procedures. Our management, with participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the quarterly period covered by this
report. Based on their evaluation and subject to the foregoing, management has concluded that our disclosure controls and procedures were effective as of September 30, 2009.

During the three months ended September 30, 2009, there was no change in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

Certain legal proceedings in which we are involved are discussed in Note 13 to the consolidated financial statements on our Annual Report on Form 10-K for the year ended December 31, 2008. There has been no material developments to the
legal proceedings discussed in our 2008 Annual Report.

We are from time to time subject to claims and litigation arising in
the ordinary course of business. We intend to defend vigorously any such litigation that may arise under all defenses that would be available to us. In the opinion of management, the ultimate outcome of proceedings of which management is aware, even
if adverse to us, would not have a material adverse effect on our consolidated financial position or results of operations.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

You should carefully
consider the risks described below before investing in our publicly traded securities. The risks described below are not the only ones facing us. Our business is also subject to the risks that affect many other companies, such as competition and,
general economic conditions. Additional risks not currently known to us or that we currently believe are immaterial also may impair our business operations and our liquidity.

Risks Related to our Business and Industry

We are highly dependent
upon the strong market acceptance of Abraxane®.

Our future profitability is highly dependent upon the strong market acceptance of Abraxane®. For the year ended December 31, 2008 and nine months ended September 30, 2009 and 2008, total
Abraxane® revenue was $335.6 million, $228.6 million and $245.8 million, respectively. Because Abraxane® is our only approved product, Abraxane® revenue represented approximately 90% and 97% of our revenues for the nine months ended September 30, 2009 and year ended December 31, 2008, respectively.
We anticipate that sales of Abraxane® will remain a substantial portion of our total revenue over the next
several years. However, a number of pharmaceutical companies are working to develop alternative formulations of paclitaxel and other cancer drugs and therapies, any of which may compete directly or indirectly with Abraxane® and which might adversely affect the commercial success of Abraxane®.



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Abraxane® could lose market share or revenue due to numerous factors, many of which are beyond our control, including:



| |  |  | lower prices offered on similar products by other manufacturers, including generic forms of Taxol;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | substitute or alternative products or therapies;
| | - |  | ------------------------------------------------



| |  |  | development by others of new pharmaceutical products or treatments that are more effective than Abraxane®;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | introduction of other generic equivalents or products which may be therapeutically interchanged with Abraxane®;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | interruptions in manufacturing or supply;
| | - |  | -----------------------------------------



| |  |  | changes in the prescribing practices of physicians;
| | - |  | ---------------------------------------------------



| |  |  | changes in third-party reimbursement practices; and
| | - |  | ---------------------------------------------------



| |  |  | migration of key customers to other manufacturers or sellers.
| | - |  | -------------------------------------------------------------

In addition, we will continue to make a significant investment in Abraxane®, including costs associated with conducting clinical trials and obtaining necessary regulatory approvals for the use of Abraxane® in other indications and settings and in other jurisdictions, expansion of our marketing, sales and manufacturing
staff, the acquisition of paclitaxel raw material, expansion of manufacturing facilities and the manufacture of finished product. The success of Abraxane® in the Phase III trial for metastatic breast cancer and other clinical trials may not be representative of future clinical trial results for Abraxane® with respect to other clinical indications. The results from clinical, pre-clinical studies and early clinical
trials conducted to date may not be predictive of results to be obtained in later clinical trials, including those ongoing at present. Further, the commencement and completion of clinical trials may be delayed by many factors that are beyond our
control, including:



| |  |  | slower than anticipated patient enrollment;
| | - |  | -------------------------------------------



| |  |  | difficulty in finding and retaining patients fitting the trial profile or protocols; and
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | adverse events occurring during the clinical trials.
| | - |  | ----------------------------------------------------

Proprietary product development efforts may not result in commercial products.

We intend to maintain an aggressive research and development program for proprietary pharmaceutical products. Successful product development in the biotechnology industry is highly uncertain, and statistically very few research and
development projects produce a commercial product. Product candidates that appear promising in the early phases of development, such as in early stage human clinical trials, may fail to reach the market for a number of reasons, including:



| |  |  | the product candidate did not demonstrate acceptable clinical trial results even though it demonstrated positive pre-clinical trial results;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the product candidate was not effective in treating a specified condition or illness;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | the product candidate had harmful side effects in humans or animals;
| | - |  | --------------------------------------------------------------------



| |  |  | the necessary regulatory bodies, such as the FDA, did not approve a product candidate for an intended use;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | the product candidate was not economical to manufacture and commercialize;
| | - |  | --------------------------------------------------------------------------



| |  |  | other companies or people have or may have proprietary rights to a product candidate, such as patent rights, and will not let the product candidate be
sold on reasonable terms, or at all; or
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the product candidate is not cost effective in light of existing therapeutics.
| | - |  | ------------------------------------------------------------------------------

We may be required to perform additional clinical trials or change the labeling of our products if side effects or manufacturing problems are identified
after our products are on the market.

If side effects are identified after any of our products are on the market, or if
manufacturing problems occur, regulatory approval may be withdrawn and additional product recalls, reformulation of products, additional clinical trials, changes in labeling of products, and changes to or re-approvals of our manufacturing facilities
may be required, any of which could have a material adverse effect on sales of the affected products and on our business and results of operations.

After products are approved for commercial use, we or regulatory bodies could decide that changes to the product labeling are required. Label changes may be necessary for a number of reasons, including
the identification of actual or theoretical safety or efficacy concerns by regulatory agencies or the discovery of significant problems with a similar product that implicates an entire class of products. Any significant concerns raised about the
safety or efficacy of our products could also result in the need to recall products, reformulate those products, to conduct additional clinical trials, to make changes to the manufacturing processes, or to seek re-approval of the manufacturing
facilities. Significant concerns about the safety and effectiveness of a product could ultimately lead to the revocation of our marketing approval. The revision of product labeling or the regulatory actions described above could be required even if
there is no clearly established connection between the product and the safety or efficacy concerns that have been



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raised. The revision of product labeling or the regulatory actions described above could have a material adverse effect on sales of the affected products and on our business and results of
operations.

If we or our suppliers are unable to comply with ongoing and changing regulatory standards, sales of our products could be
delayed or prevented.

Virtually all aspects of our business, including the development, testing, manufacturing,
processing, quality, safety, efficacy, packaging, labeling, record-keeping, distribution, storage, advertising and promotion of our products, and disposal of waste products arising from these activities, are subject to extensive regulation by
federal, state and local governmental authorities in the United States, including the FDA and the Department of Health and Humans Services Office of Inspector General (OIG). Our business is also subject to regulation in foreign countries. Compliance
with these regulations is costly and time-consuming.

Our manufacturing facilities and procedures and those of our suppliers
are subject to ongoing regulation, including periodic inspection by the FDA and foreign regulatory agencies. For example, manufacturers of pharmaceutical products must comply with detailed regulations governing current good manufacturing practices,
including requirements relating to quality control and quality assurance. We must spend funds, time and effort in the areas of production, safety, quality control and quality assurance to ensure compliance with these regulations. We cannot assure
that our manufacturing facilities or those of our suppliers will not be subject to regulatory action in the future.

Our products generally must receive appropriate regulatory clearance before they can be sold in a particular country, including the United States. We may encounter delays in the introduction of a product
as a result of, among other things, insufficient or incomplete submissions to the FDA for approval of a product, objections by another company with respect to our submissions for approval, new patents by other companies, patent challenges by other
companies which result in a 180-day exclusivity period, and changes in regulatory policy during the period of product development or during the regulatory approval process. The FDA has the authority to revoke drug approvals previously granted and
remove from the market previously approved products for various reasons, including issues related to current good manufacturing practices for that particular product or in general. We may be subject from time to time to product recalls initiated by
us or by the FDA. In September and October 2009, we voluntarily recalled a total of twenty-five lots of Abraxane® manufactured at the Grand Island, New York facility as a result of particulate matter observed in a small number of vials from the recalled lots. Delays in obtaining
regulatory approvals, the revocation of a prior approval, or product recalls could impose significant costs on us and adversely affect our ability to generate revenue.

Our inability or the inability of our suppliers to comply with applicable FDA and other regulatory requirements can result in, among other things, warning letters, fines, consent decrees restricting or
suspending our manufacturing operations, delay of approvals for new products, injunctions, civil penalties, recall or seizure of products, total or partial suspension of sales and criminal prosecution. Any of these or other regulatory actions could
materially adversely affect our business and financial condition.

We depend on third parties to supply raw materials and other components
and may not be able to obtain sufficient quantities of these materials, which will limit our ability to manufacture our products on a timely basis and harm our operating results.

The manufacture of Abraxane® requires, and our product candidates will require, raw materials and other components that must meet stringent FDA requirements. Some of these raw materials and other
components are available only from a limited number of sources. We have not historically experienced any paclitaxel supply shortages. Additionally, we maintain a safety stock supply of paclitaxel to mitigate any supply disruption. Our regulatory
approvals for each particular product denote the raw materials and components, and the suppliers for such materials, we may use for that product. Obtaining approval to change, substitute or add a raw material or component, or the supplier of a raw
material or component, can be time consuming and expensive, as testing and regulatory approval are necessary. If our suppliers are unable to deliver sufficient quantities of these materials on a timely basis or we encounter difficulties in our
relationships with these suppliers, the manufacture and sale of our products may be disrupted, and our business, operating results and reputation could be adversely affected.

The injectable pharmaceutical products markets are highly competitive, and if we are unable to compete successfully, our revenue will decline and our business will be harmed.

The markets for injectable pharmaceutical products are highly competitive, rapidly changing and undergoing
consolidation. Abraxane® competes, directly or indirectly, with the primary taxanes in the market place,
including Bristol-Myers Squibbs Taxol® and its generic equivalents, Sanofi-Aventis Taxotere® and other cancer therapies. Many pharmaceutical companies have developed and are marketing, or are developing,
alternative formulations of paclitaxel and other cancer therapies that may compete directly or indirectly with Abraxane®. Many of our competitors have significantly greater research and development, financial, sales and marketing, manufacturing, regulatory and other resources than us.
As a result, they may be able to devote greater resources to the development, manufacture, marketing or sale of their products, receive greater resources and support for their products, initiate or withstand substantial price competition, more
readily take advantage of acquisition or other opportunities, or otherwise more successfully market their products.



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Any reduction in demand for our products could lead to a decrease in prices, fewer customer
orders, reduced revenues, reduced margins, reduced levels of profitability, or loss of market share. These competitive pressures could adversely affect our business and operating results.

Other companies may claim that we infringe on their intellectual property or proprietary rights, which could cause us to incur significant expenses or
prevent us from selling our products.

Our success depends in part on our ability to operate without infringing the
patents and proprietary rights of third parties. The manufacture, use and sale of new products with conflicting patent rights have been subject to substantial litigation in the pharmaceutical industry. These lawsuits relate to the validity and
infringement of patents or proprietary rights of third parties. A number of pharmaceutical companies, biotechnology companies, universities and research institutions may have filed patent applications or may have been granted patents that cover
aspects of our products or our licensors products, product candidates or other technologies.

Future
or existing patents issued to third parties may contain claims that conflict with our products. We may be subject to infringement claims from time to time in the ordinary course of our business, and third parties could assert infringement claims
against us in the future with respect to Abraxane®, products that we may develop or products that we may
license. We are in the process of appealing the jury ruling in a patent infringement lawsuit. Litigation or interference proceedings could force us to:



| |  |  | stop or delay selling, manufacturing or using products that incorporate or are made using the challenged intellectual property;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | pay damages; or
| | - |  | ---------------



| |  |  | enter into licensing or royalty agreements that may not be available on acceptable terms, if at all.
| | - |  | ----------------------------------------------------------------------------------------------------

Any litigation or interference proceedings, regardless of their outcome, would likely delay the regulatory approval process, be costly and
require significant time and attention of key management and technical personnel.

Our inability to protect our intellectual property
rights in the United States and foreign countries could limit our ability to manufacture or sell our products.

We rely on trade secrets, unpatented proprietary know-how, continuing technological innovation and patent protection to preserve our competitive position. We have over 100 issued U.S. and foreign patents, including patents relating to
Abraxane®,and the technology surrounding
Abraxane®. The issued patents covering Abraxane®, and methods of use and preparation of Abraxane®, currently expire through 2018, but we have additional pending U.S. and foreign patent applications pending that could extend the expiration dates. Our patents and
those for which we have licensed or will license rights, including for Abraxane® , may be challenged,
invalidated, infringed or circumvented, and the rights granted in those patents may not provide proprietary protection or competitive advantages to us. We and our licensors may not be able to develop patentable products. Even if patent claims are
allowed, the claims may not issue, or in the event of issuance, may not be sufficient to protect the technology owned by or licensed to us. Third-party patents could reduce the coverage of the patents licensed, or that may be licensed to or owned by
us. If patents containing competitive or conflicting claims are issued to third parties, we may be prevented from commercializing the products covered by such patents, or may be required to obtain or develop alternate technology. In addition, other
parties may duplicate, design around or independently develop similar or alternative technologies.

We may not be able to
prevent third parties from infringing or using our intellectual property. We generally control and limit access to, and the distribution of, our product documentation and other proprietary information. Despite our efforts to protect this proprietary
information, however, unauthorized parties may obtain and use information that we regard as proprietary. Other parties may independently develop similar know-how or may even obtain access to these technologies.

The laws of some foreign countries do not protect proprietary information to the same extent as the laws of the United States, and many
companies have encountered significant problems and costs in protecting their proprietary information in these foreign countries.

The U.S. Patent and Trademark Office and the courts have not established a consistent policy regarding the breadth of claims allowed in pharmaceutical patents. The allowance of broader claims may increase the incidence and cost of patent
interference proceedings and the risk of infringement litigation. On the other hand, the allowance of narrower claims may limit the value of our proprietary rights.

The strategy to license rights to or acquire and commercialize proprietary, biological injectable or other specialty injectable products may not be successful, and we may never receive any return on
our investment in these products.

We may license rights to or acquire products or technologies from third parties. Other
companies, including those with substantially greater financial and sales and marketing resources, will compete with us to license rights to or acquire these products



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and technologies. We may not be able to license rights to or acquire these proprietary or other products or technologies on acceptable terms, if at all. Even if we obtain rights to a
pharmaceutical product and commit to payment terms, including, in some cases, significant up-front license payments, we may not be able to generate product sales sufficient to create a profit or otherwise avoid a loss.

A product candidate may fail to result in a commercially successful drug for other reasons, including the possibility that the product
candidate may:



| |  |  | be found during clinical trials to be unsafe or ineffective;
| | - |  | ------------------------------------------------------------



| |  |  | fail to receive necessary regulatory approvals;
| | - |  | -----------------------------------------------



| |  |  | be difficult or uneconomical to produce in commercial quantities;
| | - |  | -----------------------------------------------------------------



| |  |  | be precluded from commercialization by proprietary rights of third parties; or
| | - |  | ------------------------------------------------------------------------------



| |  |  | fail to achieve market acceptance.
| | - |  | ----------------------------------

The marketing strategy, distribution channels and levels of competition with respect to any licensed or acquired product may be different from those of Abraxane®, and we may not be able to compete favorably in any new product category.

We may become subject to federal false claims or other similar litigation brought by private individuals and the government.

The Federal False Claims Act allows persons meeting specified requirements to bring suit alleging false or fraudulent Medicare or Medicaid
claims and to share in any amounts paid to the government in fines or settlement. These suits, known as qui tam actions, have increased significantly in recent years and have increased the risk that a health care company will have to defend a false
claim action, pay fines and/or be excluded from Medicare and Medicaid programs. Federal false claims litigation can lead to civil monetary penalties, criminal fines and imprisonment and/or exclusion from participation in Medicare, Medicaid and other
federally funded health programs. Other alternate theories of liability may also be available to private parties seeking redress for such claims. A number of parties have brought claims against numerous pharmaceutical manufacturers, and we cannot be
certain that such claims will not be brought against us, or if they are brought, that such claims might not be successful.

We may need to
change our business practices to comply with changes to, or may be subject to charges under, the fraud and abuse laws.

We
are subject to various federal and state laws pertaining to health care fraud and abuse, including the federal Anti-Kickback Statute and its various state analogues, the federal False Claims Act and marketing and pricing laws. Violations of these
laws are punishable by criminal and/or civil sanctions, including, in some instances, imprisonment and exclusion from participation in federal and state health care programs such as Medicare and Medicaid. We may have to change our advertising and
promotional business practices, or our existing business practices could be challenged as unlawful due to changes in laws, regulations or rules or due to administrative or judicial findings, which could materially adversely affect our business.



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We face uncertainty related to pricing and reimbursement and health care reform.

In both domestic and foreign markets, sales of our products will depend in part on the availability of reimbursement
from third-party payors such as government health administration authorities, private health insurers, health maintenance organizations and other health care-related organizations. Effective January 1, 2006, we received a unique reimbursement
J code for Abraxane® from the Centers for Medicare and Medicaid Services. That code allows providers
to bill Medicare for the use of Abraxane®. We believe that most major insurers reimburse providers for
Abraxane® use consistent with the FDA-approved indication, which we believe is consistent with the reimbursement
practices of major insurers for other drugs containing paclitaxel for the same indication. However, reimbursement by such payors is presently undergoing reform, and there is significant uncertainty at this time how this will affect sales of certain
pharmaceutical products. There is possible U.S. legislation or regulatory action affecting, among other things, pharmaceutical pricing and reimbursement, including under Medicaid and Medicare, and the importation of prescription drugs that are
marketed outside the U.S. and sold at prices that are regulated by governments of various foreign countries.

Medicare, Medicaid and other governmental reimbursement legislation or programs govern drug coverage and reimbursement levels in the United States. Federal law requires all pharmaceutical manufacturers to rebate a percentage of their
revenue arising from Medicaid-reimbursed drug sales to individual states. For Abraxane® and any other
proprietary products, which are marketed and sold under new drug applications, manufacturers are required to rebate the greater of (a) 15.1% of the average manufacturer price or (b) the difference between the average manufacturer price and
the lowest manufacturer price for products sold during a specified period.

Both the federal and state governments in the
United States and foreign governments continue to propose and pass new legislation, rules and regulations designed to contain or reduce the cost of health care. Existing regulations that affect the price of pharmaceutical and other medical products
may also change before any of our products are approved for marketing. Cost control initiatives could decrease the price that we receive for any product we develop in the future. In addition, third-party payers are increasingly challenging the price
and cost-effectiveness of medical products and services and litigation has been filed against a number of pharmaceutical companies in relation to these issues. Additionally, significant uncertainty exists as to the reimbursement status of newly
approved injectable pharmaceutical products. Our products may not be considered cost effective or adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an adequate return on our
investment.

State pharmaceutical marketing compliance and reporting requirements may expose us to regulatory and legal action by state
governments or other government authorities.

In recent years, several states, including California, Vermont, Maine,
Minnesota, Massachusetts, New Mexico and West Virginia, in addition to the District of Columbia, have enacted legislation requiring pharmaceutical companies to establish marketing compliance programs and file periodic reports on sales, marketing,
pricing and other activities. Similar legislation is being considered in other states. Many of these requirements are new and uncertain, and available guidance is limited. We are continuing to assess our compliance with these state laws. Unless we
are in full compliance with these laws, we could face enforcement action and fines and other penalties and could receive adverse publicity, all of which could harm our business.

We may be required to defend lawsuits or pay damages for product liability claims.

Product liability is a major risk in testing and marketing biotechnology and pharmaceutical products. We may face substantial product liability exposure in human clinical trials and for products that we sell after regulatory approval. We
maintain insurance coverage for product liability claims in the aggregate amount of $100 million, including primary and excess coverages, which we believe is reasonably adequate coverage. Product liability claims, regardless of their merits, could
exceed policy limits, divert managements attention and adversely affect our reputation and the demand for these products.

We depend
heavily on the principal members of our management and research and development teams, the loss of whom could harm our business.

We depend heavily on the principal members of our management and research and development teams, including Dr. Patrick Soon-Shiong, Executive Chairman, and Leon O. Moulder, Chief Executive Officer and President. Each of the members of
the executive management team is employed at will. The loss of the services of any member of the executive management team may significantly delay or prevent the achievement of product development or business objectives.

To be successful, we must attract, retain and motivate key employees, and the inability to do so could seriously harm our business and operations.

To be successful, we must attract, retain and motivate executives and other key employees. We face competition for qualified
scientific, technical and other personnel, which may adversely affect our ability to attract and retain key personnel. We also must continue to attract and motivate employees and keep them focused on our strategies and goals.



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If we are unable to integrate successfully potential future acquisitions, our business may be harmed.

As part of our business strategy and growth plan, we may acquire businesses, technologies or products that we believe
will complement our business. The process of integrating an acquired business, technology or product may result in unforeseen operating difficulties and expenditures and may require significant management attention that would otherwise be available
for ongoing development of our existing business. In addition, we may not be able to maintain the levels of operating efficiency that any acquired company achieved or might have achieved separately. Successful integration of the companies that we
may acquire will depend upon our ability to, among other things, eliminate redundancies and excess costs. As a result of difficulties associated with combining operations, we may not be able to achieve cost savings and other benefits that the
company might hope to achieve with acquisitions. Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities, or have an undesirable impact on our financial statements.

We are subject to risks associated with international operations, which could harm both our domestic and international operations.

As part of our business strategy and growth plan, we plan to expand our international sales as we obtain regulatory approvals
to market our Abraxane and other product candidates in foreign countries, including countries in the European Union and Asia. Expansion of our international operations could impose substantial burdens on our resources, divert managements
attention from domestic operations and otherwise harm our business. In addition, international operations are subject to risks, including:



| |  |  | regulatory requirements of differing nations;
| | - |  | ---------------------------------------------



| |  |  | inadequate protection of intellectual property;
| | - |  | -----------------------------------------------



| |  |  | difficulties and costs associated with complying with a wide variety of complex domestic and foreign laws and treaties;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | legal uncertainties regarding, and timing delays associated with, tariffs, export licenses and other trade barriers; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | currency fluctuations.
| | - |  | ----------------------

Any of these or other factors could adversely affect our ability to compete in international markets and our operating results.

We may be required to indemnify APP and may not be able to collect on indemnification rights from APP.

Under the terms of the separation and distribution agreement, we have agreed to indemnify APP from and after the distribution with respect to all liabilities of Old Abraxis not related to its
hospital-based products business and the use by APP of any trademarks or other source identifiers owned by us. Similarly, APP has agreed to indemnify us from and after the distribution with respect to all liabilities of Old Abraxis related to its
hospital-based products business and the use by us of any trademarks or other source identifiers owned by APP.

Under the
terms of the tax allocation agreement, we agreed to indemnify APP against all tax liabilities to the extent they relate to the proprietary products business, and APP agreed to indemnify us against all tax liabilities to the extent they relate to the
hospital-based products business. The tax allocation agreement also generally allocates between us and APP any liability for taxes that may arise in connection with the distribution. In September, 2008, APP entered into a merger agreement with
Fresenius Kabi, a subsidiary of Fresenius SE. Pursuant to the merger agreement, Fresenius acquired all of the outstanding common stock of APP. Pursuant to the tax allocation agreement and the merger agreement, APP received a tax opinion, in form and
substance reasonably acceptable to us, that the acquisition should not affect the qualification of the distribution under Section 355 and Section 368(a)(1)(D) of the Internal Revenue Code and the nonrecognition of gain to APP in the
distribution. Under the terms of the tax allocation agreement, we are generally liable for, and are required to indemnify APP against, any tax liability arising as a result of the distribution failing to qualify for tax-free treatment unless,
notwithstanding such tax opinion, such tax liability is imposed as a result of an acquisition of APP, including the acquisition of APP by Fresenius, or certain other specified acts of APP.

Under the terms of the manufacturing agreement, we have agreed to indemnify APP from any damages resulting from a
third-party claim caused by or alleged to be caused by (i) our failure to perform our obligations under the manufacturing agreement; (ii) any product liability claim arising from the negligence, fraud or intentional misconduct of us or any
of our affiliates or any product liability claim arising from our manufacturing obligations (or any failure or deficiency in our manufacturing obligations) under the manufacturing agreement; (iii) any claim that the manufacture, use or sale of
Abraxane® or our pipeline products infringes a patent or any other proprietary right of a third party; or
(iv) any recall, product liability claim or other third-party claim not arising from the gross negligence or bad faith of, or intentional misconduct or intentional breach of the manufacturing agreement by APP, by reason of the $100 million
limitation of liability described below. We have also agreed to indemnify APP for liabilities that it becomes subject to as a result of its activities under the manufacturing agreement and for which it is not responsible under the terms of the
manufacturing agreement. APP has agreed to indemnify us from any damages resulting from a third-party claim caused by or alleged to be caused by (i) APPs gross negligence, bad faith, intentional misconduct or intentional failure to
perform its obligations under the manufacturing agreement; or (ii) any product liability claim arising from the gross negligence or bad faith of, or intentional



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misconduct or intentional breach of the manufacturing agreement by APP. APP generally will not have any liability for monetary damages to us or third parties in connection with the manufacturing
agreement for damages in excess of $100 million in the aggregate.

There are no time limits on when an indemnification claim
must be brought and no other monetary limits on the amount of indemnification that may be provided. These indemnification obligations could be significant. Our ability to satisfy any of these indemnification obligations will depend upon the future
financial strength of our company. We cannot determine whether we will have to indemnify APP for any substantial obligations. We also cannot assure you that, if APP becomes obligated to indemnify us for any substantial obligations, APP will have the
ability to satisfy those obligations. Any indemnification payment by us, or any failure by APP to satisfy its indemnification obligations, could have a material adverse effect on our business.

We will be dependent upon APP to manufacture Abraxane® for a remaining term of two or three years, and the manufacture of pharmaceutical products is highly regulated.

In connection with the separation and distribution agreement, we entered into a manufacturing agreement with APP for the
manufacture of Abraxane® and our pipeline products whereby APP agreed to undertake certain of the tasks
necessary to manufacture Abraxane® and our pipeline products until December 31, 2011, with this agreement
automatically extended by one year if either APP elects to exercise its option to extend the lease on our Melrose Park manufacturing facility or we elect to exercise our option to extend the lease on APPs Grand Island manufacturing facility.
Accordingly, we will be dependent upon APP to manufacture our products. The amount and timing of resources that APP devotes to the manufacture of our products is not within our direct control. Further, in the event of capacity constraints at the
manufacturing facilities, the manufacturing agreement provides that the available capacity will be prorated between us and APP according to the parties then current use of manufacturing capacity at the relevant facilities. Any loss in
manufacturing capacity pursuant to these proration provisions could be detrimental to our business and operating results. While the manufacturing agreement allows us to override these proration provisions, we may only do so by paying APP additional
fees under the manufacturing agreement. If we are forced to pay APP additional fees to retain our capacity rights under the manufacturing agreement, it could be detrimental to our operating results.

The manufacture of pharmaceutical products is highly exacting and complex, due in part to strict regulatory requirements
and standards which govern both the manufacture of a particular product and the manufacture of these types of products in general. Problems may arise during their manufacture due to a variety of reasons, including equipment malfunction, failure to
follow specific protocols and procedures and environmental factors. If problems arise during the production of a batch of product, that batch of product may have to be discarded. This could, among other things, lead to loss of the cost of raw
materials and components used and lost revenue. If such problems are not discovered before the product is released to the market, recall costs may also be incurred. Under the terms of the manufacturing agreement, we have the final responsibility for
release of the products manufactured pursuant to the manufacturing agreement and will bear all expenses in connection with any recall of products, unless the recall is a result of APPs gross negligence, bad faith, intentional misconduct or
intentional breach, in which case APP would bear all costs and expenses related to such product recall, subject to the $100 million limit on liability under the manufacturing agreement. To the extent APP encounters difficulties or problems with
respect to the manufacture of our pharmaceutical products, including Abraxane®, this may be detrimental to our
business, operating results and reputation.

Risks Related To An Investment In Our Common Stock

Our executive chairman and entities affiliated with him collectively own a significant percentage of our common stock and could exercise significant
influence over matters requiring stockholder approval, regardless of the wishes of other stockholders.

Our executive
chairman and entities affiliated with him collectively beneficially own approximately 83% of our outstanding common stock. Accordingly, they have the ability to significantly influence all matters requiring stockholder approval, including the
election and removal of directors and approval of significant corporate transactions such as mergers, consolidations and sales of assets. This concentration of ownership could have the effect of delaying, deferring or preventing a change in control
or impeding a merger or consolidation, takeover or other business combination, which could cause the market price of our common stock to fall or prevent our stockholders from receiving a premium in such a transaction. This significant concentration
of stock ownership may adversely affect the market for and trading price of our common stock if investors perceive that conflicts of interest may exist or arise.

Substantial sales of our common stock could depress the market price of our common stock.

All of the shares of our common stock issued in connection with the separation, other than shares issued to our affiliates, are eligible for immediate resale in the public market. Although shares issued
to our affiliates are not immediately freely tradable, we have granted registration rights to the former ABI shareholders, including our executive chairman. Under the registration rights agreement, the former ABI shareholders will have the right to
require us to register all or a portion of the shares of our common stock they received in connection with the separation. In addition, the former ABI shareholders may require us to include their shares in future registration statements that we file
and our executive chairman may require us to register shares for resale on a Form S-3 registration statement. 2,000,000 shares of our common stock held by our executive chairman have been registered on the registration statement



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on Form S-3 that was declared effective by the SEC on July 2, 2009. Upon registration, the registered shares generally will be freely tradeable in the public market without restriction.
However, in connection with any underwritten offering, the holders of registrable securities will agree to lock up any other shares for up to 90 days and will agree to a limit on the maximum number of shares that can be registered for the account of
the holders of registrable securities under so-called shelf registration statements. Substantial sales of our shares, or the perception that such sales might occur, could depress the market price for our shares. Our executive chairman
and entities affiliated with him beneficially own over 83% of our outstanding common stock.

Our stock price may be volatile in response to
market and other factors.

The market price for our common stock may be volatile and subject to price and volume
fluctuations in response to market and other factors, including the following, some of which are beyond our control:



| |  |  | variations in our quarterly operating results from the expectations of securities analysts or investors;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | revisions in securities analysts estimates;
| | - |  | --------------------------------------------



| |  |  | announcements of technological innovation or new products by us or our competitors;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | announcements by us or our competitors of significant acquisition, strategic partnerships, joint ventures or capital commitments;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | general technological, market or economic trends;
| | - |  | -------------------------------------------------



| |  |  | investor perception of our industry or our prospects;
| | - |  | -----------------------------------------------------



| |  |  | insider selling or buying;
| | - |  | --------------------------



| |  |  | investors entering into short sale contracts;
| | - |  | ---------------------------------------------



| |  |  | regulatory developments affecting our industry; and
| | - |  | ---------------------------------------------------



| |  |  | additions or departures of key personnel.
| | - |  | -----------------------------------------

We are not subject to the provisions of Section 203 of the Delaware General Corporation Law, which could negatively affect your investment.

We elected in our certificate of incorporation to not be subject to the provisions of Section 203 of the Delaware General Corporation
Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which
the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A business combination includes a merger, asset sale or other transaction resulting in a financial benefit to the interested
stockholder. An interested stockholder is a person who, together with affiliates and associates, owns (or, in certain cases, within three years prior, did own) 15% or more of the corporations voting stock. Our decision not to be
subject to Section 203 will allow, for example, our executive chairman (who with members of his immediate family and entities affiliated with him beneficially own approximately 83% of our common stock) to transfer shares in excess of 15% of our
voting stock to a third-party free of the restrictions imposed by Section 203. This may make us more vulnerable to takeovers that are completed without the approval of our board of directors and/or without giving us the ability to prohibit or
delay such takeovers as effectively. These provisions could also limit the price that investors would be willing to pay in the future for shares of our common stock.



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|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

None.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.



|ITEM 6. | EXHIBITS
|------- | --------

The exhibits
are as set forth in the Exhibit Index.



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SIGNATURES

Pursuant to the requirements 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.



ABRAXIS BIOSCIENCE, INC.By:

/S/ RICHARD J. RODGERSRichard J. RodgersSenior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)


Date: November 6, 2009



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                                                
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                    
|2.1           |  | Separation and Distribution Agreement among APP Pharmaceuticals, Inc., Abraxis BioScience, LLC, APP Pharmaceuticals, LLC and the Registrant (incorporated by reference to Exhibit 2.1
to the Registrants Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 20, 2007)
|              | 
|3.1           |  | Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on December 20, 2007)                                                                        
|              | 
|3.2           |  | Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrants Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on December 20, 2007)                                                                                              
|              | 
|3.3           |  | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrants Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on December 20, 2007)                                            
|              | 
|4.1           |  | Reference is made to Exhibits 3.1, 3.2 and 3.3                                                                                                                                                                                                                                                                 
|              | 
|4.2           |  | Specimen Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.2 to the Registrants Amendment #2 to Form 10 Registration Statement with the
Securities and Exchange Commission on October 24, 2007)                                                                                     
|              | 
|4.3           |  | Registration Rights Agreement by and among the Registrant and certain stockholders of the Registrant as set forth therein (incorporated by reference to Exhibit 4.3 to the
Registrants Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 20, 2007)                  
|              | 
|10.1          |  | Separation and Distribution Agreement among APP Pharmaceuticals, Inc., Abraxis BioScience, LLC, APP Pharmaceuticals, LLC and the Registrant (Reference is made to Exhibit 2.1 hereto)                                                                                                                          
|              | 
|10.2          |  | Tax Allocation Agreement among APP Pharmaceuticals, Inc., Abraxis BioScience, LLC, APP Pharmaceuticals, LLC and the Registrant (incorporated by reference to Exhibit 10.2 to the
Registrants Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 20, 2007)            
|              | 
|10.3          |  | Transition Services Agreement between APP Pharmaceuticals, Inc. and the Registrant (incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on December 20, 2007)                                                        
|              | 
|10.4          |  | Employee Matters Agreement among APP Pharmaceuticals, Inc., APP Pharmaceuticals, LLC, Abraxis BioScience, LLC and the Registrant (incorporated by reference to Exhibit 10.4 to the
Registrants Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 20, 2007)          



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##### Table of Contents

|              |  |                                                                                                                                                                                                                                                                                                                                                                                     
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                         
|10.5*         |  | Manufacturing Agreement between APP Pharmaceuticals, LLC and the Registrant (incorporated by reference to Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on December 20, 2007)                                                                                                                                    
|              | 
|10.6          |  | Lease Agreement between APP Pharmaceuticals, LLC and Abraxis BioScience, LLC for the premises located at 2020 Ruby Street, Melrose Park, Illinois (incorporated by reference to
Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 20, 2007)                                                              
|              | 
|10.7          |  | Lease Agreement between APP Pharmaceuticals, LLC and Abraxis BioScience, LLC for the warehouse facilities located at 2045 N. Cornell Avenue, Melrose Park, Illinois (incorporated by
reference to Exhibit 10.7 to the Registrants Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 20, 2007)                                            
|              | 
|10.8          |  | Lease Agreement between APP Pharmaceuticals, LLC and Abraxis BioScience, LLC for the research and development facility located at 2045 N. Cornell Avenue, Melrose Park, Illinois
(incorporated by reference to Exhibit 10.8 to the Registrants Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 20, 2007)                               
|              | 
|10.9          |  | Lease Agreement between Abraxis BioScience, LLC and APP Pharmaceuticals, LLC for the premises located at 3159 Staley Road, Grand Island, New York (incorporated by reference to
Exhibit 10.9 to the Registrants Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 20, 2007)                                                              
|              | 
|10.10         |  | Form of Indemnification Agreement between the Registrant and each of its executive officers and directors (incorporated by reference to Exhibit 10.10 to the Registrants
Amendment #1 to Form 10 Registration Statement with the Securities and Exchange Commission on October 5, 2007)                                                                                            
|              | 
|10.11         |  | Employment Agreement, dated January 25, 2006, between the Registrant and Carlo Montagner (incorporated by reference to Old Abraxis Quarterly Report on Form 10-Q/A filed
with the Securities and Exchange Commission on August 10, 2006)                                                                                                                                           
|              | 
|10.12         |  | Standard Form Office Lease, dated March 24, 2006, between the Registrant and California State Teachers Retirement System, as amended on May 26, 2006, for the
premises located at 11755 Wilshire Boulevard, Los Angeles, California (incorporated by reference to Old Abraxis Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2006)
|              | 
|10.13         |  | Co-Promotion Strategic Marketing Services Agreement, dated April 26, 2006, between the Registrant and AstraZeneca UK Limited (incorporated by reference to Old Abraxis
Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on August 10, 2006)                                                                                                       
|              | 
|10.14         |  | Abraxis BioScience, Inc. 2007 Stock Incentive Plan, including forms of agreement thereunder (incorporated by reference to Exhibit 10.15 to the Registrants Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on December 20, 2007)                                                                                                                   



36



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##### Table of Contents

|              |  |                                                                                                                                                                                                                                                                                       
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                           
|10.15         |  | American BioScience, Inc. Restricted Stock Unit Plan I, including a form of agreement thereunder (incorporated by reference to Old Abraxis Registration Statement on Form S-8
(File No. 333-133364) filed with the Securities and Exchange Commission on April 18, 2006)             
|              | 
|10.16         |  | American BioScience, Inc. Restricted Stock Unit Plan II, including a form of agreement thereunder (incorporated by reference to Old Abraxis Registration Statement on Form S-8
(File No. 333-133364) filed with the Securities and Exchange Commission on April 18, 2006)            
|              | 
|10.17         |  | Agreement, dated April 18, 2006, between the Registrant and RSU LLC (incorporated by reference to Old Abraxis Quarterly Report on Form 10-Q/A filed with the Securities
and Exchange Commission on August 10, 2006)                                                                  
|              | 
|10.18*        |  | Aircraft Purchase and Sale Agreement (incorporated by reference to Old Abraxis Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
November 9, 2006)                                                                                                  
|              | 
|10.19         |  | Escrow Agreement, dated April 18, 2006, by and among Abraxis BioScience, our chief executive officer and Fifth Third Bank (incorporated by reference to Old Abraxis
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2006).                
|              | 
|10.20*        |  | License Agreement, dated as of May 27, 2005, between the Registrant and Taiho Pharmaceutical Co., Ltd. (incorporated by reference to Exhibit 10.10 to the Registrants
Amendment #3 to Form 10 Registration Statement with the Securities and Exchange Commission on November 2, 2007)
|              | 
|10.21         |  | Agreement between APP Pharmaceuticals, Inc. and the Registrant (incorporated by reference to Exhibit 10.22 to the Registrants Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on December 20, 2007)                                                  
|              | 
|10.22         |  | Employment Agreement, dated as of May 22, 2008, between the Registrant and David OToole (incorporated by reference to Exhibit 10.22 to the Registrants Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2008)                          
|              | 
|10.23         |  | Employment Agreement, dated as of October 6, 2008, between the Registrant and Edward Geehr, M.D. (incorporated by reference to Exhibit 10.23 to the Registrants Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2008)                
|              | 
|10.24         |  | Termination Agreement dated as of November 19, 2008, between Abraxis BioScience, LLC and AstraZeneca UK Limited (incorporated by reference to Exhibit 10.24 to the
Registrants Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 6, 2009)        
|              | 
|10.25         |  | Employment Agreement, dated as of April 29, 2009, between the Registrant and Leon O. Moulder, Jr. (incorporated by reference to Exhibit 10.25 to the Registrants
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2009)                  
|              | 
|10.26        |  | Offer of Employment by Registrant to Richard J. Rodgers                                                                                                                                                                                                                               
|              | 
|10.27        |  | Offer of Employment by Registrant to Mary Lynne Hedley                                                                                                                                                                                                                                
|              | 
|31.1         |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                    
|              | 
|31.2         |  | Certification of Chief Financial Officer pursuant to 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 adopted 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 adopted by Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                              



|* | Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | Filed herewith.
|- | ---------------



37