TAX ALLOCATION AGREEMENT

Exhibit 10.2

EXECUTION COPY

TAX ALLOCATION AGREEMENT

TAX ALLOCATION AGREEMENT (this “ Agreement ”), dated as of November 13 ^th , 2007, among APP Pharmaceuticals, Inc. (f/k/a Generico Holdings, Inc.), a Delaware corporation (“ Gholdco ”), APP Pharmaceuticals, LLC, a Delaware limited liability company (“ Generico ”) (Gholdco and Generico, collectively, the “ Generico Parties ”), New Abraxis, Inc., a Delaware corporation (to be renamed Abraxis BioScience, Inc.) (“ New Alpha ”), and Abraxis BioScience, LLC, a Delaware limited liability company (“ New Alpha, LLC ”) (New Alpha and New Alpha, LLC, collectively, the “ Alpha Parties ”).

RECITALS

WHEREAS, prior to the Alpha Merger (as defined below), the corporation formerly known as Abraxis BioScience, Inc. (“ Alpha ”) was the common parent of an affiliated group of corporations within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), which currently files consolidated federal Income Tax Returns (the “ Affiliated Group ”);

WHEREAS, on the date hereof, Alpha merged (the “ Alpha Merger ”) with and into New Alpha, LLC, whereby each issued and outstanding share of common stock, $0.001 par value per share, of Alpha (other than shares held by Alpha in treasury) was converted into one share of common stock, par value $0.001 per share, of Gholdco (the “ Gholdco Common Stock ”), with New Alpha, LLC being the surviving entity in the Alpha Merger and all of its membership interests held by Gholdco;

WHEREAS, as a consequence of the Alpha Merger, Alpha ceased to exist and Gholdco became the common parent of the Affiliated Group;

WHEREAS, pursuant to the Separation Agreement dated as of the date hereof between the Generico Parties and the Alpha Parties (as may be amended from time to time in accordance with its terms, the “ Separation Agreement ”), Gholdco will distribute to its stockholders on a pro rata basis, all of the issued and outstanding shares of New Alpha common stock (“ New Alpha Common Stock ”) (as described more fully in the Separation Agreement, the “ Share Distribution ”) and New Alpha will change its name to Abraxis BioScience, Inc.;

WHEREAS, in connection with the transactions contemplated by the Separation Agreement, one or more of the Generico Group members will incur an aggregate of up to $1.0 billion of indebtedness, the “ Debt Financing ”;

WHEREAS, the parties to this Agreement intend that (i) the Alpha Merger will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code, (ii) following the Alpha Merger, Gholdco, as the “successor” to Alpha for Tax purposes, became the common parent of the Affiliated Group; (iii) the New Alpha Contribution and the Cash Contribution followed by the Share Distribution will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(D) of the Code; and (iv) the Share Distribution will qualify as a distribution eligible for nonrecognition under Sections 355(a) and 361(c) of the Code;

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WHEREAS, after the Distribution Date (as defined in the Separation Agreement), neither New Alpha, New Alpha, LLC nor any of the Alpha Subsidiaries (as hereinafter defined) will be a member of the Affiliated Group for federal income tax purposes, at all times from its formation through the Distribution Date, New Alpha, LLC will be disregarded as an entity separate from New Alpha for U.S. federal income tax purposes, and at all times from its formation through the Distribution Date, Generico will be disregarded as an entity separate from New Alpha or Gholdco for U.S. federal income tax purposes;

WHEREAS, after the Share Distribution the Affiliated Group shall continue and Gholdco shall be treated as the common parent of the Affiliated Group for federal income tax purposes; and

WHEREAS, the Generico Group and the Alpha Group (as hereinafter defined) desire on behalf of themselves and their successors to set forth their rights and obligations with respect to Taxes due for periods before, on and after the Distribution Date.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. General . Capitalized terms used in this Agreement have the meanings set forth in this Agreement, or, when not so defined, in the Separation Agreement. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ Affiliate” has the meaning set forth in the Separation Agreement.

“ Affiliated Group ” has the meaning set forth in the first recital.

“ Agreement ” means this Tax Allocation Agreement as the same may be amended from time to time.

“ Alpha ” has the meaning set forth in the first recital.

“ Alpha Business ” has the meaning set forth in the Separation Agreement.

“ Alpha Group ” means New Alpha, New Alpha, LLC and the Alpha Subsidiaries.

“ Alpha Indemnified Parties ” has the meaning set forth in the Separation Agreement.

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“ Alpha Merger ” has the meaning set forth in the second recital.

“ Alpha Parties ” has the meaning set forth in the preamble.

“ Alpha Separate Group Basis ” means, in the case of any Covered Group Return, the amount of Covered Group Taxes for such Covered Group Return that would have been due if the underlying Covered Group conducted solely the Alpha Business and did not conduct the Generico Business and was computed (i) by taking into account elections and accounting methods actually used in computing the Covered Group Taxes for such Covered Group Return and (ii) with such other adjustments as are contemplated by this Agreement.

“ Alpha Subsidiary ” means each direct and indirect Subsidiary of Alpha immediately after the Distribution.

“ Alpha Taxes ” means all Taxes to the extent related to the Alpha Business. The amount of Alpha Taxes for the 2007 taxable year shall be deemed to be zero.

“ Claim ” has the meaning set forth in Section 3.03.

“ Code ” has the meaning set forth in the first recital.

“ Combined Return ” has the meaning set forth in Section 2.14.

“ Controlling Party ” means the party described as the Controlling Party in accordance with Section 3.01.

“ Covered Group ” means, the group of Persons that join in the filing of a Covered Group Return.

“ Covered Group Return ” means any Tax Return (including any consolidated, combined, or unitary Tax Return) that includes both Alpha Taxes and Generico Taxes for a period that ends prior to or includes the Distribution Date.

“ Covered Group Taxes ” means any Taxes reportable on a Covered Group Return.

“ Debt Financing ” has the meaning set forth in the fifth recital.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Filing Party ” has the meaning set forth in Section 2.09.

“ Final Determination ” means with respect to any issue (a) a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order has become final and not subject to further appeal, (b) a closing agreement (whether or not entered into under Section 7121 of the Code) or any other binding settlement agreement (whether or not with the IRS) entered into in connection with or in contemplation of an administrative or judicial proceeding, (c) the completion of the highest level of administrative proceedings if a judicial contest is not or is no longer available, or (d) any other final disposition, including by reason of the expiration of the applicable statute of limitations.

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“ Generico ” has the meaning set forth in the preamble.

“ Generico Business ” has the meaning set forth in the Separation Agreement.

“ Generico Group ” means Gholdco, Generico and the Generico Subsidiaries.

“ Generico Indemnified Parties ” has the meaning set forth in the Separation Agreement.

“ Generico Parties ” has the meaning set forth in the preamble.

“ Generico Subsidiary ” means each direct and indirect Subsidiary of Generico other than a member of the Alpha Group.

“ Generico Tainting Act ” means:

(a) any action (or failure to take any reasonably available action) after the Distribution Date by any of the Generico Parties or any Affiliate of the Generico Parties other than an action contemplated by any of the Transaction Agreements;

(b) any acquisition or other transaction involving the equity of any member of the Generico Group (other than the distribution of the New Alpha Common Stock in the Share Distribution); or

(c) any Prohibited Act performed by any of the Generico Parties or any Affiliate of the Generico Parties;

“ Generico Taxes ” means all Taxes to the extent related to the Generico Business.

“ Gholdco ” has the meaning set forth in the preamble.

“ Gholdco Common Stock ” has the meaning set forth in the second recital.

“Governmental Entity” has the meaning set forth in the Separation Agreement.

“ Income Tax ” means any Tax measured by or imposed on or in lieu of net income.

“ Income Tax Return ” means any Tax Return relating to Income Taxes.

“ Indemnifiable Losses ” has the meaning set forth in the Separation Agreement.

“ Indemnified Parties ” has the meaning set forth in Section 3.02(b).

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“ Independent Firm ” has the meaning set forth in Article VI.

“ IRS ” means the United States Internal Revenue Service.

“ Liable Party ” has the meaning set forth in Section 2.09.

“ New Alpha ” has the meaning set forth in the preamble.

“ New Alpha Common Stock ” has the meaning set forth in the fourth recital.

“ New Alpha, LLC ” has the meaning set forth in the preamble.

“ Person ” has the meaning set forth in the Separation Agreement.

“ Post-Distribution Period ” means any Taxable year or other Taxable period beginning after the Distribution Date and, in the case of any Taxable year or other Taxable period that begins on or before and ends after the Distribution Date, that part of the Taxable year or other Taxable period that begins at the beginning of the day after the Distribution Date.

“ Pre-Distribution Period ” means any Taxable year or other Taxable period that ends on or before the close of the Distribution Date and, in the case of any Taxable year or other Taxable period that begins on or before and ends after the Distribution Date, that part of the Taxable year or other Taxable period through the close of the Distribution Date.

“ Prior Payments ” means, for any type of Tax Return and any Taxable year, all payments previously made to a Governmental Entity in respect of such Tax Return for such Taxable year and the amount of any overpayment for a prior Taxable period that is creditable against the liability reportable on such Tax Return for such Taxable year.

“ Private Letter Ruling ” has the meaning set forth in the Separation Agreement.

“ Prohibited Acts ” has the meaning specified in Section 4.02(a).

“ Restricted Period ” has the meaning specified in Section 4.02(a).

“ Restructuring Taxes ” means any Taxes (and other liabilities, including, without limitation, liability to stockholders and the costs of defending against the imposition of such Taxes and other liabilities) of any member of the Generico Group or the Alpha Group arising from or attributable to one or more of the Transactions, including but not limited to (a) any failure of the Share Distribution to constitute a tax-free distribution under Section 355 and Section 368(a)(1)(D) of the Code, or (b) any failure of any stock of New Alpha to qualify as “qualified property” within the meaning of Section 355(c)(2) or Section 361(c)(2) of the Code because of the application of Section 355(d) or Section 355(e) of the Code to the Share Distribution.

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“ Ruling Request ” means the ruling request and any other materials (including the attachments and supplemental submissions to the IRS) delivered or deliverable by the Alpha Parties and others in connection with the issuance by the IRS of the Private Letter Ruling.

“ Separation Agreement ” has the meaning set forth in the fourth recital.

“ Share Distribution ” has the meaning set forth in the fourth recital.

“ Straddle Period ” has the meaning set forth in Section 2.05.

“ Subsidiary ” means, when used with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

“ Tax ” (and, with correlative meaning, “Taxes” and “Taxable”) has the meaning set forth in the Separation Agreement.

“ Tax Carryover Attribute ” has the meaning specified in Section 2.08.

“Tax Liability Issue” has the meaning set forth in Section 3.02(b).

“ Tax Return ” means any return, report or similar statement filed or required to be filed with respect to any Tax (including any attached schedules), including, without limitation, any information return, claim for refund, amended return or declaration of estimated Tax.

“ Transaction Taxes ” has the meaning set forth in Section 2.04(b).

ARTICLE II

TAX RETURNS, TAX PAYMENTS AND TAX SHARING OBLIGATIONS

SECTION 2.01. Obligations to File Tax Returns .

(a) Gholdco shall prepare and timely file or cause to be timely filed all Tax Returns with respect to any member of the Alpha Group or the Generico Group that are due (after taking into account any extensions properly filed) before the Distribution Date.

(b) From and after the Distribution Date, Gholdco shall prepare and timely file or cause to be timely filed (i) all Covered Group Returns and (ii) any Tax Returns that relate solely to the Generico Business (including all Income Tax Returns with respect to one or more members of the Generico Group that do not include any members of the Alpha Group).

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(c) From and after the Distribution Date, New Alpha shall prepare and timely file or cause to be timely filed any Tax Returns that relate solely to the Alpha Business (including all Income Tax Returns with respect to one or more members of the Alpha Group that do not include any members of the Generico Group).

(d) All Covered Group Returns and all other Tax Returns relating to (i) any member of the Generico Group for Taxable years or periods ending on or before or including the Distribution Date and (ii) any member of the Alpha Group that are required to be filed by Gholdco pursuant to this Agreement, shall (to the extent permitted by Applicable Laws) be prepared on a basis consistent with the elections, methods of accounting, positions, conventions and principles of taxation and the manner in which any Tax item or other information is reported as reflected in comparable Tax Returns filed before the date of this Agreement, provided that a different method can be used (x) if it would not materially increase Taxes for which the Alpha Group would be responsible under this Agreement or (y) with the prior written consent of New Alpha (such consent not to be unreasonably withheld). The preceding sentence shall not apply to the extent (i) otherwise contemplated or required by the Ruling Request or Private Letter Ruling, or (ii) necessary to comply with any change in Applicable Laws. Consent shall not be considered unreasonably withheld within the meaning of the second preceding sentence if such different method would increase Taxes for which the Alpha Parties would be responsible under this Agreement and for which Gholdco does not compensate the Alpha Parties. Gholdco shall (A) make available to New Alpha any Tax Return it is responsible for filing pursuant to Section 2.01(a) at least 30 calendar days prior to filing, provided that New Alpha shall supply Gholdco with all information regarding any member of the Alpha Group necessary for preparing such Return at least 90 calendar days prior to the due date (taking into account any available extensions) for filing such Return, and (B) make reasonable revisions to any such Tax Return that are requested by New Alpha.

(e) Gholdco, New Alpha, or Alpha, as the case may be, shall bear 100% of out-of-pocket costs, including accountants’ and attorneys’ fees, incurred in preparing any Tax Returns it is responsible for preparing and filing under Section 2.01.

SECTION 2.02. Obligation to Remit Taxes . Gholdco and New Alpha shall each timely remit or cause to be timely remitted any Taxes due in respect of any Tax Return it is required to file or cause to be filed pursuant to Section 2.01.

SECTION 2.03. Tax Indemnity; Prior Agreements; Refunds .

(a) From and after the Distribution Date, the Alpha Parties shall indemnify, defend, and hold harmless the Generico Indemnified Parties from and against, any and all Indemnifiable Losses incurred or suffered by one or more of the Generico Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any Alpha Taxes (including, for the avoidance of doubt, any Alpha Taxes arising from a redetermination thereof from an audit or examination of a Pre-Distribution Period or Straddle Period);

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and (ii) any amount for which New Alpha is liable under Section 2.04. Any amount payable by the Alpha Parties to the Generico Parties with respect to any Tax pursuant to this Section 2.03(a) shall be reduced by any direct or indirect payments made by the Alpha Parties or any Alpha Affiliate with respect to such Tax after the Distribution Date to any Generico Indemnified Party and by any Prior Payments made by or on behalf of the Alpha Parties. The portion of a Prior Payment that is deemed to be on behalf of the Alpha Parties shall be the portion which bears the same proportion to the Prior Payment as the portion of Covered Group Taxes to which the Prior Payment relates that constitute Alpha Taxes bears to the amount of Covered Group Taxes to which the Prior Payment relates for the taxable year. As an example, if the amount of notional Taxes that constitute Alpha Taxes for the period beginning on January 1, 2007 and ending on the Distribution Date was $20X and the amount of notional Taxes that constitute Generico Taxes for the same period was $30X, then 40 percent of any estimated Tax payments made with respect to that period shall be deemed to have been made on behalf of the Alpha Parties.

(b) From and after the Distribution Date, the Generico Parties shall indemnify, defend, and hold harmless the Alpha Indemnified Parties from and against, any and all Indemnifiable Losses incurred or suffered by one or more of the Alpha Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any Generico Taxes (including, for the avoidance of doubt, any Generico Taxes arising from a redetermination thereof from an audit or examination of a Pre-Distribution Period or Straddle Period); and (ii) any amount for which Gholdco is liable under Section 2.04. Any amount payable by the Generico Parties to the Alpha Parties with respect to any Tax pursuant to this Section 2.03(b) shall be reduced by any direct or indirect payments made by the Generico Parties or any Generico Affiliate with respect to such Tax after the Distribution Date to any Alpha Indemnified Party and by any Prior Payments made on behalf of the Generico Parties. The portion of a Prior Payment that is deemed to be on behalf of the Generico Parties shall be the portion which bears the same proportion to the Prior Payment as the portion of Covered Group Taxes to which the Prior Payment relates that constitute Generico Taxes bears to the amount of Covered Group Taxes to which the Prior Payment relates for the taxable year.

(c) Any and all prior Tax sharing agreements or practices between the Generico Parties or any Gholdco Subsidiary, on the one hand, and the Alpha Parties or any Alpha Subsidiary, on the other hand, shall automatically be terminated as of the Distribution Date (other than any such agreements set forth in the Transaction Agreements).

(d) From and after the Distribution Date, New Alpha shall be entitled to any refund of or credit for Alpha Taxes, provided that the Generico Parties shall be entitled to receive and retain any refund of Taxes to the extent such refund is attributable to a Tax Carryover Attribute relating to the Generico Business. From and after the Distribution Date, Gholdco shall be entitled to any refund of or credit for Generico Taxes.

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SECTION 2.04. Restructuring Taxes; Other Taxes Relating to the Share Distribution .

(a) Except as otherwise provided in Section 4.02(c) and in the next sentence of this Section 2.04(a), the Alpha Parties shall be liable for 100% of any Restructuring Taxes. The Generico Parties shall be liable for any Restructuring Taxes that are imposed as a result of a Generico Tainting Act.

(b) Notwithstanding Section 2.04(a), the Generico Parties shall be liable for 50% and the Alpha Parties shall be liable for 50% of any sales, transfer, value added or other similar Taxes or fees (including all real estate, transfer Taxes, real estate recording fees, patent, copyright, and trademark recording fees and similar items relating to patents, copyrights and trademarks, but excluding Restructuring Taxes) payable in connection with the transactions contemplated by the Separation Agreement (the “ Transaction Taxes ”). The parties agree to timely sign and deliver such certificates or forms as are requested by the other party and may be necessary or appropriate to enable such party to file promptly and timely the Tax Returns for such Transaction Taxes with the appropriate Taxing authorities and remit payment of the Transaction Taxes.

SECTION 2.05. Straddle Periods .

(a) The portion of any Covered Group Taxes constituting Alpha Taxes shall be computed on an Alpha Separate Group Basis. The remaining portion of any Covered Group Taxes shall constitute Generico Taxes.

(b) Any Tax (including escheat liability) other than Covered Group Taxes (which Taxes are addressed in Section 2.05(a) above) shall constitute (i) an Alpha Tax to the extent it relates to the Alpha Business (including any Tax relating to the Alpha Business attributable to a Pre-Distribution Period for which Gholdco is liable as the “successor” to Alpha for Tax purposes) and (ii) a Generico Tax to the extent it relates to the Generico Business.

SECTION 2.06. Pre-Closing vs. Post Closing Issues .

(a) Notwithstanding any other provision of this Agreement, any amount arising by virtue of (i) the exercise after the Distribution Date of any compensatory option to acquire New Alpha Common Stock or Gholdco Common Stock or (ii) the vesting after the Distribution Date of any restricted stock units in New Alpha or Gholdco shall be deductible by Gholdco, if the holder of such option or restricted stock unit was employed by Gholdco or a subsidiary of Gholdco from the date such option or restricted stock unit was granted through the date of exercise or vesting, as applicable, and deductible by New Alpha, if the holder of such option or restricted stock unit was employed by New Alpha or a subsid