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Agreement of Merger And Plan of Reorganization

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Exhibit 10.1

AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION (this " Agreement" ), dated as of November 13, 2007, is among Abraxis BioScience, Inc., a Delaware corporation (the " Company" ), APP Pharmaceuticals, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (" HoldingCo" ), and Abraxis BioScience, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldingCo (" MergerCo" ).

RECITALS

WHEREAS, as of the close of business on October 31, 2007, the authorized capital stock of the Company consisted of (i) 350,000,000 shares of common stock, par value $0.001 per share (" Company Common Stock" ), of which 159,922,052 shares were issued and outstanding, 35,494,571 shares were reserved for issuance under the Company' s Plans (as defined below) and upon exercise of outstanding Company Awards (as hereinafter defined) and 6,705,116 shares were held in treasury, and (ii) 6,000,000 shares of preferred stock, par value $0.001 per share (" Company Preferred Stock" ), of which none is outstanding.

WHEREAS, as of the date hereof, the authorized capital stock of HoldingCo consists of (i) 350,000,000 shares of common stock, par value $0.001 per share (" HoldingCo Common Stock" ), of which 1,000 shares are issued and outstanding and no shares are held in treasury, and (ii) 6,000,000 shares of preferred stock, par value $0.001 per share (" HoldingCo Preferred Stock" ), of which none is outstanding.

WHEREAS, as of the date hereof, 100% of the membership interests of MergerCo (" MergerCo Interest" ) was held by HoldingCo.

WHEREAS, the designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof, of the HoldingCo Preferred Stock and the HoldingCo Common Stock are the same as those of the Company Preferred Stock and the Company Common Stock, respectively.

WHEREAS, the Certificate of Incorporation and the Bylaws of HoldingCo immediately after the Effective Time (as hereinafter defined) will contain provisions identical to the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company immediately before the Effective Time (other than with respect to matters excepted by Section 251(g) of the General Corporation Law of the State of Delaware (the " DGCL" )).

WHEREAS, the directors of the Company immediately prior to the Merger (as hereinafter defined) will be the directors of HoldingCo as of the Effective Time.

WHEREAS, the officers of the Company immediately prior to the Merger will be the officers of HoldingCo as of the Effective Time.

WHEREAS, HoldingCo and MergerCo are newly formed entities organized for the purpose of participating in the transactions herein contemplated.


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WHEREAS, the Company desires to create a new holding company structure by merging the Company with and into MergerCo with MergerCo being the surviving entity (sometimes hereinafter referred to as the " Surviving Company" ), and converting each outstanding share of Company Common Stock into one share of HoldingCo Common Stock, all in accordance with the terms of this Agreement.

WHEREAS, the Boards of Directors of HoldingCo and the Company and the sole member of MergerCo have approved this Agreement and the merger of the Company with and into MergerCo upon the terms and subject to the conditions set forth in this Agreement (the " Merger" ). WHEREAS, the parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the " Code" ), and to cause the Merger to qualify as a reorganization under the provisions of Section 368(a) of the Code.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Company, HoldingCo and MergerCo hereby agree as follows:

ARTICLE 1

THE MERGER

1.1 The Merger . In accordance with Sections 251(g) and 264 of the DGCL and Section 18-209 of the Delaware Limited Liability Company Act (the " DLLCA" ), and subject to and upon the terms and conditions of this Agreement, the Company shall, at the Effective Time, be merged with and into MergerCo, the separate corporate existence of the Company shall cease and MergerCo shall continue as the Surviving Company. At the Effective Time, the effect of the Merger shall be as provided in Section 259 of the DGCL and Section 18-209(g) of the DLLCA. 1.2 Effective Time . The Merger shall become effective upon the filing, on or after the date hereof, of a copy of this Agreement or a Certificate of Merger relating hereto with the Secretary of State of the State of Delaware (the time of such filing being referred to herein as the " Effective Time" ).

1.3 Organizational Documents of the Surviving Company .

1.3.1 From and after the Effective Time, the certificate of formation of MergerCo, as in effect immediately prior to the Effective Time, shall continue in full force and effect as the certificate of formation of the Surviving Company until thereafter amended as provided by law.

1.3.2 At the Effective Time, the Limited Liability Company Agreement of MergerCo shall be amended and restated to be in the form attached as Exhibit A hereto and, as so amended and restated, shall be the limited liability company agreement of the Surviving Company (the " Surviving Company LLC Agreement" ) until thereafter amended as provided therein or by applicable law.


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1.4 Directors . The directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Company and will hold office from the Effective Time until their successors are duly elected or appointed and qualified in the manner provided in the Surviving Company LLC Agreement or as otherwise provided by law.

1.5 Officers . The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Company and will hold office from the Effective Time until their successors are duly elected or appointed and qualified in the manner provided in the Surviving Company LLC Agreement or as otherwise provided by law. 1.6 Additional Actions . Subject to the terms of this Agreement, the parties hereto shall take all such reasonable and lawful action as may be necessary or appropriate in order to effectuate the Merger and to comply with the requirements of Section 251(g) of the DGCL. If, at any time after the Effective Time, the Surviving Company shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Company its right, title or interest in, to or under any of the rights, properties or assets of either of MergerCo or the Company acquired or to be acquired by the Surviving Company as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers of the Surviving Company shall be authorized to execute and deliver, in the name and on behalf of each of Mer
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