Amended and Restated 2001 Non-Employee Director Option Program


 EXHIBIT 10.26 
  
 AMENDED AND RESTATED 2001 NON-EMPLOYEE DIRECTOR OPTION PROGRAM 
  
 AMENDED AND RESTATED 
 AMERICAN PHARMACEUTICAL PARTNERS, INC. 
 2001 NON-EMPLOYEE DIRECTOR OPTION PROGRAM 
 (as of July 21, 2005) 
  
 ARTICLE I 
 ESTABLISHMENT AND PURPOSE OF THE PROGRAM 
  
 1.01 Establishment of Program 
  
 The
American Pharmaceutical Partners, Inc. 2001 Non-Employee Director Option Program (the “Program”) is adopted pursuant to the American Pharmaceutical Partners, Inc. 2001 Stock Incentive Plan (the “Plan”) and, in addition to the
terms and conditions set forth below, is subject to the provisions of the Plan. 
  
 1.02 Purpose of Program 
  
 The purpose of the Program is to
enhance the ability of the Company to attract and retain directors who are not Employees (each, a “Non-Employee Director”) through a program of automatic Option grants. 
  
 1.03 Effective Date of the Program 
  
 The Program is effective as of the Registration Date. 
  
 ARTICLE II 
 DEFINITIONS

  
 Capitalized terms in this Program, unless otherwise defined herein, have
the meaning given to them in the Plan. 
  
 ARTICLE III

 OPTION TERMS 
  
 3.01 Date of Grant and Number of Shares 
  
 A Non-Qualified Stock Option to purchase seven thousand five hundred (7,500) shares of Common Stock shall be granted (“Initial Grant”) to each Non-Employee
Director, such Initial Grant to be made (a) to the then-existing Non-Employee Directors upon the Registration Date and (b) to other Non-Employee Directors elected or appointed to the Board after the Registration Date upon the date each such
Non-Employee Director first becomes a Non-Employee Director. In addition, immediately following each annual meeting of the Company’s stockholders commencing with the annual meeting of the Company’s stockholders in 2002, each Non-Employee
Director who continues as a Non-Employee Director following such annual meeting shall be granted a Non-Qualified Stock Option to purchase ten thousand (10,000) shares of Common Stock (“Subsequent Grant”); provided that no Subsequent Grant
shall be made to any Non-Employee Director who has not served as a director of the Company, as of the time of such annual meeting, for at least six (6) months. Each such Subsequent Grant shall be made on the date of the annual stockholders’
meeting in question. 






 3.02 Vesting 
  
 Each Initial Grant under the Program shall vest and become exercisable as to one-third (1/3) of the shares of Common Stock subject to the Option twelve (12) months after
the grant date and an additional one-third (1/3) of the shares of Common Stock subject to the Option shall vest on each yearly anniversary of the grant date thereafter, such that the Option will be fully exercisable three (3) years after its date of
grant. Each Subsequent Grant under the Program shall vest and become exercisable as to all Shares subject to the Option twelve (12) months after the grant date. 
  

3.03 Exercise Price 
  
 The exercise price per share of Common Stock of each Initial Grant and Subsequent Grant shall be one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 
  
 3.04 Corporate Transaction/Change in Control 
  
 (a) In the event of a Corporate Transaction, each Option which is at the time outstanding
under the Program automatically shall become fully vested and exercisable immediately prior to the effective date of such Corporate Transaction. Effective upon the consummation of the Corporate Transaction, all outstanding Options under the Program
shall terminate. However, all such Options shall not terminate if the Options are, in connection with the Corporate Transaction, assumed by the successor corporation or Parent thereof. 
  
 (b) In the event of a Change in Control (other than a Change in Control which also is a Corporate Transaction), each Option which is at the
time outstanding under the Program automatically shall become fully vested and exercisable, immediately prior to the specified effective date of such Change in Control. Each such Option shall remain so exercisable until the expiration or sooner
termination of the applicable Option term. 
  
 3.05 Other Terms 

 
 The Administrator shall determine the remaining terms and conditions of the Options
awarded under the Program.