EXECUTION COPY
AMENDMENT NO. 1 TO STOCK
SUBSCRIPTION AND PURCHASE AGREEMENT
This Amendment No. 1 (this "Amendment") to the
Subscription and Purchase Agreement dated as of February 10,
1997, (the "Subscription Agreement") by and between Alpharma
Inc., a Delaware corporation ("Alpharma") and A.L.
Industrier AS, a Norwegian corporation ("Industrier") is
made by and between Alpharma and Industrier this ___ day of
June, 1997. Capitalized terms used but not otherwise
defined herein have the respective meanings accorded such
terms in the Subscription Agreement.
WHEREAS, Alpharma and Industrier wish to amend the
Subscription Agreement to provide for the purchase of the
New B Shares by Industrier on June 27, 1997, rather than on
the date which the Rights expire (the "Date Change") and to
make conforming changes to the Subscription Agreement to
provide for such Date Change;
WHEREAS, in connection with the Date Change and in
consideration for Industrier's agreement hereby to
effectuate the Date Change, Alpharma shall make a
compensating payment to Industrier;
NOW THEREFORE, in consideration of the premises and the
good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. The first sentence of Section 2 of the
Subscription Agreement is hereby deleted and replaced in its
entirety by:
"Industrier shall pay the
Subscription Consideration by wire
transfer in United States funds on or
before June 27, 1997 (the "Payment
Date") to Alpharma's account at such
bank as Alpharma may designate."
2. Section 3b of the Subscription Agreement is hereby
deleted and replaced in its entirety by:
"b. The obligation of Alpharma to issue
the New B Shares as herein provided is
subject only to the condition (which may be
waived by Alpharma) that the issuance of the
New B Shares shall have complied in all
material respects with the Bylaws and
Certificate of Incorporation, as amended, of
Alpharma, the Delaware General Corporation
Law and United States securities laws.
Alpharma will use its reasonable best efforts
to cause the condition in this paragraph b.
to be fulfilled."
3. Section 5 of the Subscription Agreement is hereby
deleted and replaced in its entirety by:
"5. Rights Issuance. Industrier
acknowledges that Alpharma intends to
distribute to the holders of its outstanding
Class A Stock certain transferable Rights
entitling such holders to purchase shares of
Class A Stock at $16.34 per share on or
before November 30, 1997. Each such holder
will receive the right to purchase
approximately .16 share of Class A Stock for
each share of Class A Stock held by such
holder on the record date for such
distribution. The Rights and the Class A
Stock issuable on exercise thereof are
required to be registered under the
Securities Act of 1933 and may be listed for
trading on the New York Stock Exchange or
traded over the counter. Alpharma intends to
take such actions as are appropriate to
effect such registration, listing or trading
and may make such changes in the terms of the
Rights as the Board of Directors determines
are appropriate to effect such registration,
listing or trading, comply with applicable
law and otherwise carry out the intent and
purpose of such Rights distribution.
Industrier agrees to the issuance of such
Rights and hereby waives any right to receive
Rights or any similar right to purchase
Common Stock of the Company which it may have
under Alpharma's Certificate of Incorporation
as a result of the Rights distribution
provided for herein."
4. The following is hereby inserted as Section 6 to the
Subscription Agreement:
"6. Early Payment Amount. Subject to
the adjustment set forth herein, Alpharma
shall pay to Industrier on the earlier of
(a) November 30, 1997 or (b) the date that
the Rights expire (the "Reimbursement Date"),
the amount of $447,977 (the "Early Payment
Amount"). The Early Payment Amount shall be
increased by $3,950 for each day, if any,
that the Payment Date precedes June 27, 1997.
The Early Payment Amount shall be
(i) decreased by $3,950 for each day, if any,
that the Reimbursement Date precedes
November 30, 1997. (For example, if the
Payment Date is June 25, 1997 and the
Reimbursement Date is November 25, 1997, the
Early Payment Amount shall be $447,977 +
(2 days x $3,950) - (5 days x $3,950) =
$447,977 + $7,900 - $19,750 = $436,127); and
(ii) increased by $3,950 for each day, if
any, that the Reimbursement Date follows
November 30, 1997.
5. The following section references are hereby deleted and
replaced as follows:
a. The section heading "6" is
hereby deleted and replaced by
the heading "7."
b. The section heading "7" is hereby
deleted and replaced by the heading
"8."
c. The section heading "8" is hereby
deleted and replaced by the heading
"9."
Except as expressly set forth herein, no change is made
hereby to the terms and provisions of the Subscription Agreement
and as amended hereby the Subscription Agreement shall remain in
full force and effect.
* * * * *
IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed as of the date first written
above.
ALPHARMA INC.
By: ____________________
Its: ____________________
A.L. INDUSTRIER AS
By: ____________________
Its: ____________________
