American Pharmaceutical Partners in Merger with American Bioscience

Cleary Gottlieb is representing Goldman Sachs, advisor to the Special Committee of the Board of Directors of American Pharmaceutical Partners, in APP’s pending acquisition of American Bioscience for $4.1 billion of NASDAQ-listed stock of APP. Closely-held American Bioscience currently owns 64.4% of the equity of APP. As a result of this transaction, the stock of American Bioscience will convert into 83.5% of the equity of the combined company, which will be renamed Abraxis Bioscience. The Special Committee has been negotiating confidentially with American Bioscience since July 2005 and announced its recommendation of the merger agreement on November 28. Stockholder approval of the transaction has already been obtained pursuant to a consent provided by American Bioscience. The merger is expected to close in the first half of 2006.

APP, with a market capitalization in excess of $3 billion, is a specialty drug company that develops, manufactures and markets injectable pharmaceutical products, focusing on the oncology, anti-infective and critical care markets. Abraxis Oncology, the proprietary division of APP, is devoted entirely to developing and promoting innovative, next-generation cancer therapies such as ABRAXANE, recently launched for the treatment of metastatic breast cancer.

American BioScience, Inc. is a biotechnology company focused on the discovery, development and delivery of next-generation therapeutics including biologically active molecules already existing within the human biological system, for the treatment of life-threatening diseases. American Bioscience has a series of related party arrangements with APP.