EXHIBITSStock and Asset Purchase Agreement • February 7th, 2008 • Alpharma Inc • Pharmaceutical preparations • New York
STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 6, 2008, by and among Alfanor 7152 AS (under change of name to Otnorbidco AS), a private limited liability company organized under the laws of Norway with Organization Number 992 106 034 (“Otnorbidco”), Otdelholdco Inc., a Delaware corporation (“Otdelholdco”), Otdenholdco ApS, a private limited company organized under the laws of Denmark with Registration Number 31 08 95 06 (“Otdenholdco”, collectively, with Otnorbidco and Otdelholdco, the “Buyer”), Alpharma Inc., a Delaware corporation (“Parent”), Alpharma (Luxembourg) S.àr.l., a private limited liability company organized under the laws of Luxembourg, Alpharma Bermuda G.P., an exempt general partnership organized under the laws of Bermuda (with Parent and Alpharma (Luxembourg) S.àr.l. (acting through its Swiss finance branch), the “Asset Sellers”), and Alpharma International (Luxembourg) S.àr.l., a private limited liability company organized under th
February 6, 2008Alpharma Inc • February 7th, 2008 • Pharmaceutical preparations • New York
Reference is made to that certain Amended and Restated Loan and Security Agreement dated March 10, 2006 (as at any time amended, the "Loan Agreement"), among Alpharma Inc., a Delaware corporation ("Alpharma"), Alpharma Operating Corporation, a Delaware corporation, Alpharma U.S. Inc., a Delaware corporation, Barre Parent Corporation, a Delaware corporation, Alpharma Euro Holdings Inc., a Delaware corporation, Alpharma (Bermuda) Inc., a Delaware corporation, Alpharma USHP Inc., a Delaware corporation, Alpharma Animal Health Company, a Texas corporation, Mikjan Corporation, an Arkansas corporation, Alpharma Holdings Inc., a Delaware corporation, Alpharma Specialty Pharma Inc., a Delaware corporation f/k/a Alpharma Pharmaceuticals Inc., Purepac Pharmaceutical Holdings, Inc., a Delaware corporation, and Alpharma Pharmaceuticals LLC, a Delaware limited liability company f/k/a Alpharma Branded Products Division Inc. (collectively, "Borrowers" and individually, a "Borrower"), the various fina
