Page 14 of 41 Pages
EXHIBIT II
CONTROL AGREEMENT
WHEREAS, APOTHEKERNES LABORATORIUM A.S. ("AL Oslo") owns approximately
98% of the outstanding shares of Class B Common Stock of A.L. LABORATORIES,
INC., a Delaware corporation (the "Subsidiary"); and
WHEREAS, the Subsidiary has issued and sold in a public offering, and
has outstanding, shares of Class A Common Stock, a second class of stock; and
WHEREAS, AL Oslo, as holder of substantially all the Subsidiary's Class
B Common Stock has the power to elect 75% of the Directors of the Subsidiary and
to cast at least a majority of votes on all other issues submitted to
stockholders, thereby assuring that the holder of the Class B Common Stock
controls the Subsidiary; and
WHEREAS, there has been represented to the existing public stockholders
of the Subsidiary that AL Oslo will control the Subsidiary through its ownership
of the Class B Common Stock and will continue various technology and other
relationships between AL Oslo and the Subsidiary; and
WHEREAS, AL Oslo has previously agreed not to dispose of its Class B
Common Stock prior to November 1, 1986 and the Subsidiary has requested that
such agreement be extended to assure for a longer period of that the Class B
Common Stock is not transferred to any person not affiliated with AL Oslo.
NOW, THEREFORE, in consideration of the reliance of existing public
stockholders of the Subsidiary on the continued control and relationship between
the Subsidiary and AL Oslo, AL Oslo HEREBY AGREES irrevocably that prior to
November 1, 1994 it will not sell or otherwise dispose of the Class B Common
Stock or exchange or convert any of its Class B Common Stock into Class A Common
Stock.
IN WITNESS WHEREOF, AL Oslo has duly executed and delivered this
Agreement as of this 7th day of February, 1986.
APOTHEKERNES LABORATORIUM A.S
By /s/ X.X. Xxxxxxxx
---------------------------
As its President
-----------------------
AGREED TO and ACCEPTED as of
the date first written above:
A.L. LABORATORIES, INC.
By /s/ Xxxx X. Xxxx
---------------------------
As its Secretary
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Page 15 of 41 Pages
EXHIBIT II
AMENDMENT
TO
CONTROL AGREEMENT
WHEREAS, Apothekernes Laboratorium AS (now known as A.L. Industrier AS),
a corporation organized and existing under the laws of the Kingdom of Norway
(A.L. Oslo"), and A.L. Laboratories lnc. (now known as Alpharma Inc.), a
Delaware corporation (the "Company"), are parties to a Control Agreement dated
as of February 7,1986, as previously amended (the "Control Agreement"), pursuant
to which A.L. Oslo irrevocably agreed that, prior to November 1, 1997 (the
"Termination Date"), it would not sell or otherwise dispose of the shares of the
Company's Class B Common Stock (the "Class B Stock") that it owns or exchange or
convert any of such shares into the Company's Class A Common Stock ("Class A
Stock");
WHEREAS, A.L. Oslo and the Company desire to amend the Control Agreement
to extend the Termination Date to November 1,1999 and to permit A.L. Oslo to
pledge, in a bona fide transaction, up to 5,000,000 shares of the Class B Stock
that it owns.
NOW, THEREFORE, A.L. Oslo hereby agrees irrevocably that prior to
November 1, 1999 it will not sell or otherwise dispose of any shares of Class B
Stock that it now or at any time owns or exchange or convert any shares of Class
B Stock that it now or at any time owns into Class A Stock; provided, however,
--------- --------
that A.L. Oslo may pledge, in a bona fide transaction, up to 5,000,000 shares of
the Class B Stock that it now or at any time owns (but in no event more than 50%
of its shares).
IN WITNESS WHEREOF, A.L. Oslo has duly executed and delivered this
Control Agreement as of this 19th day of December, 1996.
A.L. INDUSTRIER AS
(formerly known as
Apothekernes laboratorium AS)
By: /s/ R. Jotun
----------------------------
/s/ X.X. Xxxxxxxx
----------------------------
Agreed to and accepted as of
December 30, 1996
ALPHARMA INC.
(formerly known as
A.L. Laboratories, Inc.)
By: /s/ Xxxxxxx Xxxxx
-----------------------
Its: Vice President and
Chief Financial Officer
