1 EXHIBIT 99.3 ASCENT PEDIATRICS, INC. MAXIMUM $40,000,000 7.5% CONVERTIBLE SUBORDINATED NOTES DUE 2005 LOAN AGREEMENT DATE: FEBRUARY 16, 1999 2 TABLE OF CONTENTSLoan Agreement • February 23rd, 1999 • Alpharma Inc • Pharmaceutical preparations • New York
1 EXHIBIT 99.5 ASCENT PEDIATRICS, INC. REGISTRATION RIGHTS AGREEMENT This Agreement dated as of February 16, 1999 is entered into by and among Ascent Pediatrics, Inc., a Delaware corporation (the "Company"), and Alpharma USPD Inc., a Maryland...Registration Rights Agreement • February 23rd, 1999 • Alpharma Inc • Pharmaceutical preparations • Delaware
A-1 2 WHEREAS, the Company, Alpharma, and State Street Bank and Trust Company (the "Depositary") have entered into a Depositary Agreement dated as of February 16, 1999 (the "Depositary Agreement") providing for (i) the terms and conditions pursuant to...Master Agreement • February 23rd, 1999 • Alpharma Inc • Pharmaceutical preparations • Delaware
2 3 such default shall have been cured or waived or shall have ceased to exist. During the continuance of any event of default with respect to any Senior Indebtedness, as such event of default is defined under any such Senior Indebtedness or in any...Subordination Agreement • February 23rd, 1999 • Alpharma Inc • Pharmaceutical preparations
1 EXHIBIT 99.2 DEPOSITARY AGREEMENT dated as of February 16, 1999Depositary Agreement • February 23rd, 1999 • Alpharma Inc • Pharmaceutical preparations • Delaware
2- 3 constitute a default under, (i) the Certificate of Incorporation and Bylaws of Parent, (ii) any contract or other agreement to which Parent is a party or by which Parent or any of its respective properties is bound, or (iii) any judgment, ruling,...Guaranty Agreement • February 23rd, 1999 • Alpharma Inc • Pharmaceutical preparations • Delaware
