Lease Agreement For R&D Facility-2045 N. Cornell Avenue, Melrose Park, Illinois

Exhibit 10.8

EXECUTION COPY

LEASE AGREEMENT

between

ABRAXIS BIOSCIENCE, LLC and

APP PHARMACEUTICALS, LLC

LEASE AGREEMENT THIS LEASE AGREEMENT (this " Lease" ), dated effective the 13 th day of November, 2007 (the " Effective Date" ), is made by and between Abraxis BioScience, LLC, a Delaware limited liability company (" LESSOR" ), and APP Pharmaceuticals, LLC, a Delaware limited liability company (" LESSEE" ).

RECITALS

WHEREAS, LESSOR and LESSEE (and their respective parent companies) have entered into a Separation and Distribution Agreement dated as of the Effective Date (the " Separation Agreement" );

WHEREAS, simultaneously herewith, New Abraxis, Inc., to be renamed Abraxis BioScience, Inc., parent company of LESSOR, and LESSEE are entering into a Manufacturing Agreement (the " Manufacturing Agreement" );

WHEREAS, the LESSOR is the owner of that certain improved real property located at and commonly known as the Cornell research and development facility and indicated as " Phase 2" and " Phase 3" in Exhibit A (together with all buildings, structures, fixtures and improvements and betterments thereon and appurtenances thereto other than the Machinery and Equipment (as defined in the Separation Agreement) of LESSOR) thereon attached hereto and made a part hereof (the " Property" );

WHEREAS, notwithstanding that LESSOR owns the Property and this Lease, LESSEE is, and remains, the owner of the Contributed Machinery and Equipment (as defined in the Separation Agreement) of LESSEE; and

WHEREAS, LESSOR desires to lease to LESSEE, and LESSEE desires to lease from LESSOR, (i) the Property, (ii) all improvements at any time existing thereon and (iii) all fixtures, equipment, furniture and machinery, excluding, for all purposes, the Machinery and Equipment of LESSOR (collectively, the " Premises" ).

NOW, THEREFORE, in consideration of the mutual promises and premises hereinafter contained, it is hereby mutually agreed as follows:

ARTICLE I

Definitions

1.1 All capitalized terms used in this Lease and not defined herein shall have the meaning ascribed to such terms in the Separation Agreement.

ARTICLE II

Property

2.1 Lease . LESSOR hereby leases to LESSEE the LESSEE' s share of the Premises, hereinafter referred to as the " LESSEE Premises," and LESSEE leases, hires and takes from LESSOR the LESSEE Premises. LESSEE has inspected the Premises and accepts the same " As Is." The LESSEE Premises consists of approximately 48,000 square feet of research and development space and shall include the right to use and obligation to share (as applicable) any common areas.

ARTICLE III

Term

3.1 Term . The term of this Lease shall commence on the Effective Date (the " Commencement Date" ) and end on December 31, 2010 (the " Term" ), unless earlier terminated in accordance with the provisions of this Lease.

3.2 Early Termination . Notwithstanding Section 3.1, this Lease may be terminated by LESSEE from and after January 1, 2009 upon its delivery of twelve (12) months written notice to LESSOR.

3.3 Holding Over . If LESSEE retains possession of the Premises or any part thereof after the termination of this Lease or expiration of the Term, LESSEE shall pay to LESSOR a monthly Rent equal to 2.00 times the monthly Rent in effect as of the last month of the Term. This charge shall not limit LESSOR' s right to seek such other remedy as may be available to it at law or equity.

ARTICLE IV Rent

4.1 Rent . During the Term, LESSEE covenants and agrees to pay LESSOR, as annual rent for the Premises, the aggregate amount of $912,000, which shall be paid monthly ( i.e. , $76,000) on the 1 st day of each month during the Term at the LESSOR' s address for notice hereunder or otherwise as LESSOR may designate (the " Rent" ).

ARTICLE V

Services and Utilities

5.1 Services and Utilities . During the Term, LESSOR shall be solely responsible for and shall pay expenses for all utilities used or consumed at the Premises, including but not limited to all water, gas, heat, light, power, telephone and other utilities and services supplied to the Premises together with any taxes thereon. If LESSEE desires to install any equipment which shall require additional utility facilities or utility facilities of a greater capacity than the facilities existing on the Effective Date, such installation shall be subject to LESSOR' s prior written approval (such approval not to be unreasonably withheld, conditioned, denied or delayed) of LESSEE' s plans and specifications therefor.


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5.2 LESSOR Not Responsible For Interruption of Service . LESSOR shall in no way be liable or responsible for any loss, damage or expense that LESSEE may sustain or incur by reason of any change, failure, interference, disruption or defect in the supply or character of the utilities furnished to the Premises, or if the quantity or character of the utilities supplied to the Premises are no longer available or suitable for LESSEE' s requirements, and no such change, failure, defect, unavailability or unsuitability shall constitute an actual or constructive eviction in whole or in part, or entitle LESSEE to any abatement or diminution of rent or additional rent, or relieve LESSEE from any obligations under the Lease; provided, however, if any service failure arises from the gross negligence or willful misconduct of LESSOR, then (a) the Rent and any additional rent payable under this Lease shall abate in proportion to the fraction of the total rentable area of the Premises that is materially affected by such service failure and (b) LESSEE shall have the right to pursue any and all remedies available at law or in equity.

ARTICLE VI

Repairs and Maintenance

6.1 LESSEE' s Obligations . (a) Except for Capital Repairs (as hereinafter defined), LESSEE shall be responsible for (i) all repairs (including replacements) necessary to maintain the Premises in substantially the same condition as exists on the Effective Date, normal wear and tear and damage by fire or other casualty and eminent domain excepted. LESSEE shall not be responsible for any maintenance, repairs or replacement in or affecting any portions of the Premises occupied by any tenant or occupant other than LESSEE. In the event that LESSEE has not performed such repairs and LESSOR elects to perform the repair, after written notice and a reasonable opportunity to cure, LESSEE shall reimburse LESSOR the repair costs within thirty (30) days following LESSEE' s receipt of LESSOR' s written demand and evidence of payment therefor. (b) LESSEE shall also be responsible for making any repairs to the Property caused by any act, omission or negligence of LESSEE or its employees, agents, invitees, licensees, subtenants, or contractors and shall indemnify and save harmless LESSOR from any and all expenses, liens, claims, or damages to either persons or property arising out of, or resulting from the failure to make such repairs; provided, however, LESSEE shall not be obligated to make any repairs to the Property if the need for such repairs is caused by LESSOR or its agents, contractors, employees, guests or invitees. LESSOR shall have the right to make any repairs that are the responsibility of LESSEE under this Section 6.1(b) at LESSEE' s sole cost and expense after written notice and reasonable opportunity to make the repair, and LESSEE shall reimburse LESSOR the repair costs within thirty (30) days following LESSEE' s receipt of LESSOR' s written demand and evidence of payment therefor.

(c) All repairs conducted by LESSEE shall be accomplished promptly with first class materials, in a good and workmanlike manner, in compliance with all applicable laws of all governmental authorities and in a style, character and quality conforming to the existing construction of the Premises.


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6.2 LESSOR' s Obligations . For the purposes of this Lease, " Capital Repairs" shall mean (i) any maintenance, repairs or replacements to the roof, foundation and structural elements of the Premises, (ii) any maintenance, repairs or replacements to the Premises' systems (which shall include the heating, ventilating, air-conditioning, plumbing, electrical, mechanical and other systems and equipment serving the Premises generally), the common areas or the exterior of the Premises and (iii) maintenance, repairs or replacements to the Premises required to comply with any laws applicable to the Premises (to the extent not relating to LESSEE' s use or occupancy of the Premises) enacted or promulgated after the date of this Lease, in each case, the cost of which is properly characterized as property, plant and equipment according to generally accepted accounting practices. LESSOR, at its expense (subject to reimbursement by LESSEE to the extent provided in Section 6.1 (b)), shall be responsible for all Capital Repairs necessary to keep the Premises in as good condition as exists as of the Effective Date or to comply with any laws applicable to the Premises (to the extent not relating to LESSEE' s use or occupancy of the Premises) enacted or promulgated after the Effective Date. LESSOR shall complete such repairs in a good and workmanlike manner consistent with normal and customary industry standards for buildings similar to the Premises and in compliance with all applicable laws. ARTICLE VII

Alterations, and Additions

7.1 Alterations and Additions . LESSEE shall have the right, from time to time, without LESSOR' s consent, to make interior alterations, improvements and/or additions in and to the Premises that will have no effect on the roof, foundation or other structural elements of the Premises (the " Building Structure" ) and will have no adverse effect on the heating, ventilating, air-conditioning, plumbing, electrical, mechanical and other systems and equipment serving the Premises generally (the " Building Systems" ). LESSEE may make alterations, improvements and/or additions that affect the exterior of the Premises or may have a material adverse effect on the Building System only after first obtaining the prior written consent of LESSOR, which consent shall not be unreasonably withheld, conditioned, delayed or denied. All such approved additions, alterations or improvements shall be in accordance to plans and specifications prepared by a duly qualified architect or engineer who shall submit such plans and specifications to LESSOR for written approval, not to be unreasonably withheld, conditioned, delayed or denied. All alterations, improvements, and additions to the Premises shall be made in accordance with all applicable laws and shall at once when made or installed be deemed to have attached to the freehold and to have become the property of LESSOR and shall remain for the benefit of LESSOR at the end of the Term or other earlier termination of this Lease. Any equipment installed by LESSEE during the Term shall at LESSEE' s election be removed at the expiration or termination of this Lease or shall remain at the Premises. In the event of making such alterations, improvements, and/or additions as herein provided, LESSEE shall indemnify and save harmless LESSOR from any and all expenses, liens, claims, or damages to either persons or Premises arising out of, or resulting from the undertaking or making of said alterations, additions, and improvements. Notwithstanding anything to the contrary set forth herein, LESSEE shall have the right, without LESSOR' s consent or approval, to make non-structural alterations of less than $50,000 in any instance.


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ARTICLE VIII

Taxes

8.1 Payment of Taxes . LESSOR shall pay all real property taxes applicable to the Premises. LESSOR' s obligations under this Section 8.1 shall survive the expiration or termination of this Lease.

8.2 Definition of Real Property Tax . As used herein, the term " real property tax" shall include any form of fee or tax imposed by any authority having the direct or indirect power to tax or assess, including any city, county, state or federal government, any school, agricultural, lighting, drainage or other improvement district thereof, or any private owners association created by covenants, conditions and restrictions binding on the Premises, as against any legal or equitable interest of LESSOR in the Premises, or as against LESSOR' s business of leasing the Premises. The term " real property tax" shall also include any tax, fee, levy, assessment or charge, or any increase therein, imposed by reason of events occurring during the Term, including, but not limited to, a change in the ownership of the Premises. Notwithstanding the foregoing, " real property tax" shall not include: (i) all excess profits taxes, franchise taxes, succession taxes, estate taxes, capital stock taxes, inheritance taxes, gift taxes, mortgage taxes, federal and state income taxes or any other taxes imposed upon or measured by LESSOR' s gross income or profits unless the same is specifically imposed in lieu of real estate taxes or ad valorem taxes; (ii) penalties for late payments; (iii) special assessments; and (iv) transfer taxes imposed upon any transfer of the Premises or any interest therein. 8.3 Personal Property Taxes .

(a) LESSEE shall pay prior to delinquency all taxes assessed against and levied upon LESSEE' s trade fixtures, furnishings, Contributed Machinery and Equipment and all other personal property of LESSEE contained in the Premises or otherwise owned or operated by LESSEE at the Premises. When possible, LESSEE shall cause said trade fixtures, furnishings, Contributed Machinery and Equipment and all other personal property to be assessed and billed separately from the real property of LESSOR.

(b) If any of LESSEE' s personal property shall be assessed and billed with LESSOR' s real property, LESSEE shall pay LESSOR the taxes attributable to LESSEE within thirty (30) days after receipt of a written statement setting forth the taxes applicable to LESSEE' s property.

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ARTICLE IX

Indemnification; Insurance

9.1 Indemnity . LESSEE shall indemnify, defend and hold harmless LESSOR (solely with respect to LESSOR' s position as the owner of the Premises and the landlord under this Lease) from and against any and all claims arising from LESSEE' s use of the Premises, or from the conduct of LESSEE' s business or from any activity, work or things done, permitted or suffered by LESSEE in or about the Premises or elsewhere, and shall further indemnify, defend and hold harmless LESSOR (solely with respect to LESSOR' s position as the owner of the Premises and the landlord under this Lease) from and against any and all claims arising from any breach or default in the performance of any obligation on LESSEE' s part to be performed under the terms of this Lease or arising from any negligence of LESSEE, or any of LESSEE' s agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; provided, however, LESSEE shall not indemnify, defend or hold harmless LESSOR from and against any claim, liability, expense, lawsuit, cost, loss or other damage, including reasonable attorneys' fees, which arise from or are caused by or in anyway connected to the negligence or willful misconduct of LESSOR, its employees, agents, contractors, guests or invitees. Subject to Section 9.2 below, LESSOR shall indemnify, defend and hold harmless LESSEE (solely with respect to LESSEE' s position as the tenant under this Lease) from and against any and all claims arising from LESSOR' s use of or entry onto the Premises, and shall further indemnify, defend and hold harmless LESSEE (solely with respect to LESSEE' s position as the tenant under this Lease) from and against any and all claims arising from any breach or default in the performance of any obligation on LESSOR' s part to be performed under the terms of this Lease or arising from any gross negligence or willful misconduct of LESSOR, or any of LESSOR' s agents, contractors or employees and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; provided, however, LESSOR shall not indemnify, defend or hold harmless LESSEE from and against any claim, liability, expense, lawsuit, cost, loss or other damage, including reasonable attorneys' fees, which arise from or are caused by or in anyway connected to the negligence or willful misconduct of LESSEE, its employees, tenants, agents, guests or invitees.

9.2 Exemption of LESSOR From Liability .

(a) Except to the extent caused by the gross negligence or willful misconduct of LESSOR , its employees, agents, guests or invitees, LESSEE hereby agrees that LESSOR and its agents shall not be liable for injury to LESSEE' s business or any loss of income therefrom or for damage to the goods, wares, merchandise or other property of LESSEE, LESSEE' s employees, invitees, customers or any other person in or about the Premises, nor shall LESSOR be liable for injury to the person of LESSEE, LESSEE' s employees, agents or contractors, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction, or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning, light fixtures or from any other cause whether said damage or injury results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to LESSEE. LESSOR shall not be liable for any damages arising from any act or neglect of any other lessee, if any, of the building in which the Premises are located.

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(b) No directors, officers, employees or agents of LESSOR or individual, member of a joint venture, tenancy in common, firm or partnership, general or limited, which may be LESSOR or any successor in interest, shall be subject to personal liability with respect to any of the covenants or conditions of this Lease. LESSEE will not seek recourse against the directors, officers, employees or agents of LESSOR or an individual, member of a joint venture, tenancy in common, firm or partnership, general or limited, which may be LESSOR or any successor-in-interest or any of their personal assets for such satisfaction. It is mutually agreed that this clause is and shall be considered an integral part of this Lease.

(c) No directors, officers, employees or agents of LESSEE or individual, member of a joint venture, tenancy in common, firm or partnership, general or limited, which may be LESSEE or any successor in interest, shall be subject to personal liability with respect to any of the covenants or conditions of this Lease. LESSOR will not seek recourse against the directors, officers, employees or agents of LESSEE or an individual, member of a joint venture, tenancy in common, firm or partnership, general or limited, which may be LESSEE or any successor-in-interest or any of their personal assets for such satisfaction. It is mutually agreed that this clause is and shall be considered an integral part of this Lease.

(d) Remedies and limitations thereon set forth in this Lease shall only apply in this Lease. 9.3 Insurance .

(a) LESSOR shall obtain and maintain " all risk" property and casualty insurance on the Property, including the Premises. LESSEE shall pay the cost of the premiums for said insurance pertaining to the Premises or, if LESSOR consents, obtain Property & General Liability coverage of its own on the Premises, with LESSOR as loss payee on the P ...