CORPORATE GOVERNANCE

AND

VOTING AGREEMENT

THIS CORPORATE GOVERNANCE AND VOTING AGREEMENT (this "Agreement") is entered as of April 18, 2006 by and among Dr. Patrick Soon-Shiong ("PSS"), and the other persons executing signature pages hereto (PSS and such other persons, together with any third party related to any PSS Party who hereafter becomes a signatory hereto as contemplated by Section 2.05, the "PSS Parties"), and American Pharmaceutical Partners, Inc., a Delaware corporation (the "Company").

WHEREAS, the Company, American BioScience, Inc., a California Corporation ("ABI"), PSS, and certain other ABI shareholders have entered into an Agreement and Plan of Merger, dated as of November 27, 2005 (the "Merger Agreement") pursuant to which, among other things, ABI shall be merged with and into the Company (the "Merger"), and all outstanding shares of capital stock of ABI shall be converted into the right to receive shares of Company Common Stock, all upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, concurrently with the execution of this Agreement, the PSS Parties are entering into a Registration Rights Agreement dated as of the date hereof (the "RRA") which, among other things, sets forth certain registration rights granted by the Company to the PSS Parties and certain other recipients of Company Common Stock pursuant to the Merger;

WHEREAS, immediately prior to the Merger, the PSS Parties own approximately 99% of the outstanding shares of ABI capital stock and desire that the Merger be completed pursuant to the Merger Agreement;

WHEREAS, as an inducement for the Company to enter into the Merger Agreement, ABI has agreed that it is a condition to the Company's obligation to consummate the Merger that the PSS Parties execute and deliver this Agreement and thereby establish (a) certain terms and conditions concerning the voting of and future acquisitions of Company Common Stock by the PSS Parties and their respective Affiliates, and (b) certain other matters concerning the corporate governance of the Company; and

WHEREAS, certain terms used herein are defined in Article IV hereof.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

STOCK OWNERSHIP

SECTION 1.01. Acquisitions of Company Common Stock.

详细内容见附件