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TABLE OF CONTENTS
 Article I. Definitions
    
    1Section 1.01
    Defined Terms
    
    1Section 1.02
    Construction of Certain Terms and Phrases.
    
    12Article II. Purchase and Sale of Assets
    
    12Section 2.01
    Purchase and Sale of Assets
    
    12Article III. Assumption of Liabilities

    
    13Section 3.01
    Assumption of Assumed Liabilities
    
    13Section 3.02
    Excluded Liabilities
    
    13Article IV. Purchase Price and Payment

    
    13Section 4.01
    Purchase Price
    
    13Section 4.02
    Inventory Payment
    
    14Section 4.03
    Allocation of Purchase Price
    
    14Section 4.04
    Payment of Sales, Use and Other Taxes
    
    15Section 4.05
    Statements and Audit Rights
    
    15Article V. Closing

    
    16Section 5.01
    Time and Place
    
    16Section 5.02
    Deliveries at Closing
    
    16Article VI. Representations and Warranties of Seller
    
    16Section 6.01
    Organization, Etc.
    
    17Section 6.02
    Authority of Seller
    
    17Section 6.03
    Consents and Approvals
    
    17Section 6.04
    Non-Contravention
    
    18Section 6.05
    Solvency
    
    18Section 6.06
    Title
    
    18Section 6.07
    Litigation
    
    18Section 6.08
    Purchased Assets
    
    19Section 6.09
    Regulatory
    
    19Section 6.10
    Brokers
    
    20Section 6.11
    No Other Representations and Warranties
    
    20Article VII. Representations and Warranties of Buyer

    
    20Section 7.01
    Corporate Organization
    
    20Section 7.02
    Authority of Buyer
    
    20
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Section 7.03
    Consents and Approvals
    
    21Section 7.04
    Non-Contravention
    
    21Section 7.05
    Solvency
    
    21Section 7.06
    Brokers
    
    21Section 7.07
    No Other Representations and Warranties
    
    22Article VIII. Covenants of the Parties
    
    22Section 8.01
    Reasonable Best Efforts
    
    22Section 8.02
    Cooperation and Transition
    
    22Section 8.03
    Public Announcements
    
    22Section 8.04
    Bulk Sales
    
    23Section 8.05
    Corporate Names
    
    23Section 8.06
    Regulatory Matters
    
    23Section 8.07
    Product Returns
    
    24Section 8.08
    Further Assurances
    
    24Section 8.09
    Government Price Reporting Obligations
    
    25Section 8.10
    Kadian Patent License
    
    25Section 8.11
    DEA Notification
    
    28Section 8.12
    Representations True
    
    28Section 8.13
    Confidentiality; Non-Public Purchased Assets
    
    28Section 8.14
    Filings
    
    29Section 8.15
    Recalls.
    
    29Section 8.16
    Rebates and Coupons
    
    30Section 8.17
    Chargeback and Rebate Period
    
    30Section 8.18
    Chargebacks
    
    31Section 8.19
    GPO Administration Fees and IFF Payments
    
    31Section 8.20
    Manufacturing Agreements
    
    32Section 8.21
    Sale of Product
    
    32Section 8.22
    Delivery of Inventory
    
    32Section 8.23
    Assumed Contracts
    
    32Section 8.24
    Regulatory Actions
    
    32Article IX. Conditions to the Obligations of Seller
    
    33Section 9.01
    Alpharma Acquisition
    
    33Section 9.02
    No Legal Prohibition
    
    33Article X.
Conditions to the Obligations of Buyer
    
    33Section 10.01
    No Legal Prohibition
    
    33Section 10.02
    Alpharma Acquisition
    
    33Article XI. Additional Post-Closing Covenants

    
    33Section 11.01
    Access to Information
    
    33Article XII.
Indemnification

    
    34
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Section 12.01
    Survival of Representations and Warranties
    
    34Section 12.02
    Indemnification
    
    34Section 12.03
    Limitations
    
    37Section 12.04
    Remedies Exclusive
    
    37Article XIII. Termination and Abandonment
    
    37Section 13.01
    Methods of Termination
    
    37Section 13.02
    Procedure upon and Effect of Termination
    
    38Article XIV. Miscellaneous
    
    38Section 14.01
    Notices
    
    38Section 14.02
    Entire Agreement
    
    39Section 14.03
    Waiver
    
    40Section 14.04
    Amendment
    
    40Section 14.05
    Third Party Beneficiaries
    
    40Section 14.06
    Assignment; Binding Effect
    
    40Section 14.07
    Headings
    
    40Section 14.08
    Severability
    
    40Section 14.09
    Governing Law
    
    41Section 14.10
    Consent to Jurisdiction and Forum Selection
    
    41Section 14.11
    Expenses
    
    41Section 14.12
    Counterparts
    
    42
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ASSET PURCHASE AGREEMENT
 Agreement Execution Date Buyer King
 RECITALS
 Merger Agreement Alpharma
 Business
   AGREEMENT
  Article I.  Definitions
 Section 1.01 Defined Terms
  Affiliate




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AG Distributor
 Aggregate Inventory Amount
 Aggregate Wholesaler Amount
 Aggregate Wholesale/Retail Amount
 Agreement
 Alpharma
 Alpharma Subsidiary
 API
 Assets and Properties
 Assumed Contract
 Assumed Liabilities
 2




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Authorized Generic Version ®
 Books and Records
 Business
 Business Day
 Buyer
 3




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Calendar Quarter
 Chargeback et. seq.
 Chargeback Period
 Closing
 Closing Date
 Consultant
 Contract
 Corporate Names
 Costs of Goods Sold
 Coupons
 Daily Sales Amount
 Daily Utilization Amount
 Damages
 DEA
 Detail
 4




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Direct Cost
 Embeda NDA
 Encumbrance
 Excluded Assets
 Excluded Liabilities
 Excluded Rights
 Execution Date
 FDA
 5




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GAAP
 Generic Product
 Governmental or Regulatory Authority
 GPO Administration Fee
 Gross Profit
 IFF
 Indemnification Claim Notice
 Indemnified
Party
 Indemnifying
Party
 Inventory
 Kadian ® ®
 Kadian Patents
 6




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Knowledge of King
 Law
 Liability
 License Term
 Licensed Intellectual Property
 Licensed Patents
 Licensed Product
 Marketing Materials
 7




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provided
 Material Adverse Effect
 Merger Agreement
 Minor Changes
 NDC
 Net Sales fast pay
 8




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Order
 Party
 Patent
 Permitted Encumbrance
 Person
 Product
 Product Copyrights
 Product Domain Names
 Product IND
 Product Intellectual Property
 Product Know-How
 9




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Product Mark(s) ®
 Product Patent
 Product Trade Dress
 Public Filings
 Purchase Price
 Purchased Assets
 Reasonable Best Efforts
 Rebate
 Rebate Period
 Regulatory Approval
 Regulatory Documentation
 10




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Seller
 Seller Brands
 Seller Data
 Sellers Disclosure Schedule
 Seller Indemnified Parties
 Solvent
 Tax
 Tax Return
 Territory
 Third Party Claim
 Toll Manufacturing Agreement
 Trademark
 11




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United States
 Section 1.02 Construction of Certain Terms and Phrases.
  Article II.  Purchase and Sale of Assets
 Section 2.01 Purchase and Sale of Assets
     12




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Article III.  Assumption of Liabilities
 Section 3.01 Assumption of Assumed Liabilities
  Section 3.02 Excluded Liabilities
  Article IV.  Purchase Price and Payment
 Section 4.01 Purchase Price
  Purchase Price
     13




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provided however provided further however
   Section 4.02 Inventory Payment
  Aggregate Inventory Amount
  Section 4.03 Allocation of Purchase Price
  14




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Section 4.04 Payment of Sales, Use and Other Taxes
  Section 4.05 Statements and Audit Rights
  provided however
 15




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Article V.  Closing
 Section 5.01 Time and Place
 Closing
 Section 5.02 Deliveries at Closing
 Closing Deliveries by Seller provided however
 Closing Deliveries by Buyer provided however
 Article VI.  Representations and Warranties of Seller
 Sellers Disclosure Schedule
 16




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Section 6.01 Organization, Etc.
  Section 6.02 Authority of Seller
  Section 6.03 Consents and Approvals
   17




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Section 6.04 Non-Contravention
     Section 6.05 Solvency
   Section 6.06 Title
  Section 6.07 Litigation
  18




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Section 6.08 Purchased Assets
     Section 6.09 Regulatory
     19




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Section 6.10 Brokers
  Section 6.11 No Other Representations and Warranties
 EXCEPT FOR THE REPRESENTATIONS OR WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER
DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH
REGARD TO THE PRODUCT, THE PURCHASED ASSETS AND THE BUSINESS, INCLUDING THE FUTURE PROFITABILITY OF
THE PURCHASED ASSETS, THE PRODUCT OR THE BUSINESS, AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
 Article VII.  Representations and Warranties of Buyer
  Section 7.01 Corporate Organization
  Section 7.02 Authority of Buyer
  20




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Section 7.03 Consents and Approvals
  Section 7.04 Non-Contravention
     Section 7.05 Solvency
   Section 7.06 Brokers
  21




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Section 7.07 No Other Representations and Warranties
 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, BUYER HEREBY
DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN.
 Article VIII.  Covenants of the Parties
 Section 8.01 Reasonable Best Efforts
  Section 8.02 Cooperation and Transition
  provided
 Section 8.03 Public Announcements
  22




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Section 8.04 Bulk Sales
  Section 8.05 Corporate Names
 Corporate Names
 provided provided further
 Section 8.06 Regulatory Matters
  provided however
 23




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Section 8.07 Product Returns
   Section 8.08 Further Assurances
   24




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Section 8.09 Government Price Reporting Obligations
   Section 8.10 Kadian Patent License
   25




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26




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27




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Section 8.11 DEA Notification
  Section 8.12 Representations True
  Section 8.13 Confidentiality; Non-Public Purchased Assets
   28




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Section 8.14 Filings
   Section 8.15 Recalls.
  provided
  29




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Section 8.16 Rebates and Coupons
 provided provided
  Section 8.17 Chargeback and Rebate Period
 Consultant Aggregate Wholesaler Amount Daily Sales Amount Chargeback
Period
 Aggregate Wholesale/Retail Amount Daily Utilization Amount
 30




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Rebate Period
  Section 8.18 Chargebacks
  Section 8.19 GPO Administration Fees and IFF Payments
 provided provided
 31




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Section 8.20 Manufacturing Agreements
 Toll Manufacturing Agreement provided
 provided
 Section 8.21 Sale of Product
 provided however
 Section 8.22 Delivery of Inventory
  Section 8.23 Assumed Contracts
  Section 8.24 Regulatory Actions
  32




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Article IX.  Conditions to the Obligations of Seller
  Section 9.01 Alpharma Acquisition
  Section 9.02 No Legal Prohibition
  Article X.  Conditions to the Obligations of Buyer
  Section 10.01 No Legal Prohibition
  Section 10.02 Alpharma Acquisition
  Article XI.  Additional Post-Closing Covenants
 Section 11.01 Access to Information
  33




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Article XII.  Indemnification
 Section 12.01 Survival of Representations and Warranties
  Section 12.02 Indemnification
 By Seller Buyer Indemnified
Parties Damages
 34




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By Buyer Seller Indemnified Parties
 Procedures Indemnified Party Indemnifying Party Indemnification Claim Notice provided however
 Third Party Claims Third Party Claim
  35




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provided however
 provided
  36




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Expenses
 Section 12.03 Limitations
  EXCEPT FOR AND ONLY TO THE EXTENT OF ANY AMOUNTS PAID UNDER AN INDEMNIFIABLE THIRD PARTY
CLAIM UNDER SECTION 12.02, OR IN THE CASE OF A PARTYS WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER
PARTY BE LIABLE FOR SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING
BUSINESS INTERRUPTION OR LOST PROFITS, OR PUNITIVE DAMAGES.
 Section 12.04 Remedies Exclusive
  Article XIII.  Termination and Abandonment
 Section 13.01 Methods of Termination
   provided
 37




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Section 13.02 Procedure upon and Effect of Termination
  Article XIV.  Miscellaneous
 Section 14.01 Notices
   
 38




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th
  
  th
  Section 14.02 Entire Agreement
  39




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Section 14.03 Waiver
  Section 14.04 Amendment
  Section 14.05 Third Party Beneficiaries
  Section 14.06 Assignment; Binding Effect
  Section 14.07 Headings
  Section 14.08 Severability
  40




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Section 14.09 Governing Law
 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK EXCLUDING ANY CONFLICTS OR CHOICE OF LAW RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER
CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION.
 Section 14.10 Consent to Jurisdiction and Forum Selection
 THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT
(OTHER THAN APPEALS THEREFROM) SHALL BE INITIATED AND TRIED EXCLUSIVELY IN THE LOCAL AND FEDERAL
COURTS LOCATED IN THE SOUTHERN DISTRICT OF NEW YORK. THE AFOREMENTIONED CHOICE OF VENUE IS
INTENDED BY THE PARTIES TO BE MANDATORY AND NOT PERMISSIVE IN NATURE, THEREBY PRECLUDING THE
POSSIBILITY OF LITIGATION BETWEEN THE PARTIES WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT IN
ANY JURISDICTION OTHER THAN THAT SPECIFIED IN THIS SECTION. EACH PARTY HEREBY WAIVES ANY RIGHT IT
MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR SIMILAR DOCTRINE OR TO OBJECT TO VENUE
WITH RESPECT TO ANY PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, AND STIPULATES THAT THE
LOCAL AND FEDERAL COURTS LOCATED IN THE SOUTHERN DISTRICT OF NEW YORK SHALL HAVE PERSONAL
JURISDICTION AND VENUE OVER EACH OF THEM FOR PURPOSES OF LITIGATING ANY DISPUTE, CONTROVERSY OR
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. EACH PARTY HEREBY AUTHORIZES AND AGREES TO
ACCEPT SERVICE OF PROCESS SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST IT AS
CONTEMPLATED BY THIS SECTION BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID TO ITS ADDRESS FOR THE GIVING OF NOTICES AS SET FORTH IN THIS AGREEMENT, OR IN THE MANNER
SET FORTH IN SECTION 14.01 OF THIS AGREEMENT FOR THE GIVING OF NOTICE. ANY FINAL JUDGMENT RECEIVED
AGAINST A PARTY IN ANY ACTION OR PROCEEDING SHALL BE CONCLUSIVE AS TO THE SUBJECT OF SUCH FINAL
JUDGMENT AND MAY BE ENFORCED IN OTHER JURISDICTIONS IN ANY MANNER PROVIDED BY LAW.
 Section 14.11 Expenses
  41




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Section 14.12 Counterparts
   42




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KING PHARMACEUTICALS, INC.By:
    /s/ Brian A. MarkisonName:
    Brian A. MarkisonTitle:
    Chairman, President and CEO ACTAVIS ELIZABETH, L.L.C.By:
    /s/ Douglas S. BootheName:
    Douglas S. BootheTitle:
    President and CEO