Alpharma Director Clause Samples

Alpharma Director. Alpharma shall cause the Alpharma Director to abstain from voting on and/or recuse himself from any matter to be discussed, considered and/or acted upon at any meeting of the Board of Directors of the Company or of a committee of the Board of Directors of the Company with respect to which the Company and Alpharma have a potential conflict of interest, if counsel to the Company advises the Board of Directors of the Company or such committee of the Board of Directors of the Company that such abstention and/or recusal is appropriate given such potential conflict of interest. The Company shall have the right by vote of a majority of all directors of the Company then in office other than the Alpharma Director (the "Non-Alpharma Directors") to exclude the Alpharma Director from access to any documents or other materials provided to the other members of the Board of Directors of the Company which relate to any matter with respect to which the Company and Alpharma have a potential conflict of interest if counsel to the Company advises the Non-Alpharma Directors that such exclusion is appropriate given such potential conflict of interest.