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EXHIBIT III
Alpharma Inc.
c/o Alpharma AS
Harbitzalloon 3
X.X. Xxx 000 Xxxxxx
0000 XXXX
Oslo, 14 February 1997
EGJ/tek11
IRREVOCABLE PAYMENT LETTER
Reference is made to "Stock Subscription and Purchase Agreement" (the
"Agreement") dated 10 February 1997 between yourselves as issuer and seller and
AL Industrier AS as subscriber and purchser of 1,273,438 shares of class B stock
at a subscription price per share of USD 16,34 being an aggregate subscription
consideration of USD 20,807,976.92 (the "Subscription Consideration")
(the "Bank") has been asked to confirm to you in writing that the
Subscription Consideration will be paid to you in accordance with the terms of
the Agreement. It is clearly stated in the Agreement that the Subscription
Consideration shall be due and payable at the latest on 30 November 1997 (the
"Payment Date").
This is to confirm that, subject to you performing and observing all your
obligations under the Agreement, the Subscription Consideration will be
transferred to you on the Payment Date as set out in the Agreement.
This payment letter shall be irrevocable for as long as the Subscription
Consideration is not paid by AL Industrier AS but in no event beyond 10 December
1997 on which date it shall automatically expire and be considered null and
void.
Yours sincerely
