Termination Agreement
                              ---------------------
     This  Agreement  (the  "Agreement")  is  entered into as of the 29th day of
December, 2000 by and among Ascent Pediatrics, Inc., a Delaware corporation (the
"Company"), Alpharma USPD, Inc., a Maryland corporation (the "Lender"), Alpharma
Inc.,  a Delaware corporation (the "Parent"),State Street Bank and Trust Company
(the  "Depositary")  and  the  Original  Lenders  signatory  hereto.
WHEREAS,  on the date hereof, the Company has sold to the Lender, and the Lender
has  purchased  from  the Company, the Product Assets (as defined in the Product
Purchase  Agreement  dated as of December 29, 2000 by and between the Lender and
the  Company  (the  "Product  Agreement"))  pursuant  to  the Product Agreement;
WHEREAS,  as  full  payment of the purchase price for the Product Assets and the
Retained  Intellectual Property License as defined in the Product Agreement, the
Lender  has  delivered  to  the Company for cancellation that certain promissory
note (the "Note") in the present principal amount of $12,000,000 executed by the
Company  in  favor  of  the  Lender  pursuant  to the Loan Agreement dated as of
February  16,  1999  by  and  among  the  Company, the Lender and the Parent, as
amended  (the  "Loan  Agreement");
WHEREAS,  in  connection with the full payment and cancellation of the Note, the
parties  have  agreed  that the Lender shall cease to have the right to exercise
the Call Option (as defined in the Depositary Agreement dated as of February 16,
1999  by  and  among  the  Company,  the  Lender and State Street Bank and Trust
Company  (the  "Depositary"),  as  amended  (the  "Depositary  Agreement"));
NOW,  THEREFORE, in consideration of the premises, it is agreed by and among the
parties  hereto  as  follows:
1.     Call  Option.
       ------------
     The  Lender  irrevocably  and  unconditionally  agrees  that
(i)     it  shall  not  exercise  the  Call Option (as defined in the Depositary
Agreement);
(ii)     at  any  time  upon the request of the Company, it shall deliver to the
Company  a Call Option Rejection Notice (as defined in the Depositary Agreement)
indicating  that  it  has  elected  not  to  exercise  its  Call  Option;  and
(iii)     at any time upon the request of the Company, it shall promptly execute
and  deliver  such instruments, agreements and confirmations and take such other
actions  as  the Company may reasonably request to terminate the Call Option and
the  Lender's  rights  under  the  Depositary Agreement, to confirm the Lender's
obligation  hereunder  not  to  exercise  the  Call  Option and to carry out the
purposes  and  intent  of  this  Agreement.
b.     In  connection  with the Lender's agreements under paragraph a above, the
parties  agree  that, notwithstanding anything in Section 4.01 of the Depositary
Agreement  to  the  contrary,
(i)     the  Company  shall  not be required to deliver to the Lender the Option
Exercise  Deliverables  (as  defined  in  the  Depositary  Agreement);
(ii)     the  Company  shall  not  be obligated to afford Lender, and the Lender
shall  have  no  right,  under Section 4.01(b)(v) to access the Company's books,
accounts,  records,  work  papers  and  the  Company's employees and independent
public  accountants;  and
(iii)     in  accordance  with  the  terms  and  conditions  of  the  Depositary
Agreement,  upon  the  earlier  of (A) delivery by the Lender of the Call Option
Rejection  Notice  and (B) March 31, 2003, the "Option Expiration Date" shall be
deemed  to  have  occurred.
c.     In  connection  with the Lender's agreements under paragraph a above, the
parties  agree  that  the provisions of Section 4.03 of the Depository Agreement
shall  be  of  no  further  force  or  effect.

2.     Alpharma  Director and Assistance.  Upon the execution hereof, (i) Thomas
       ---------------------------------
Anderson shall resign as a director of the Company, and the Lender shall have no
further  rights  under  the  Loan  Agreement, including without limitation under
Section  4.5 of the Loan Agreement, or otherwise to designate a nominee to stand
for  election to the Board of Directors of the Company (ii) the Company shall no
longer  receive any administrative services or management assistance (including,
without  limitation,  the  services  of  Robert  Estey)  from  the Lender except
distribution  services  in  the  general  scope  and  upon  the payment terms as
presently  in  effect  between  the  Company and the Lender for a term ending on
December  31,  2001  subject to earlier cancellation by the Company upon 90 days
notice  (which  the  Lender  and  the  Company  shall  set forth in a definitive
Distribution Agreement within 30 days after the date hereof) and (iii) any other
commercial  arrangements  in existence prior to this date  shall have no further
force  and  effect.  For  avoidance  of doubt the letter from the Company to Mr.
Estey  containing an indemnification obligation of the Company shall continue in
full  force  and  effect  in  accordance  with its terms (other than Mr. Estey's
commitment  thereunder  to  perform  services  for  the  Company).
3.     Termination  of  Ascent/Alpharma  Agreements.
       --------------------------------------------
a.     The  Master  Agreement  dated  as  of  February 16, 1999 by and among the
Company,  the Lender and the Parent, as amended, shall terminate in its entirety
and  be  of no further force or effect upon the date hereof except that Sections
4.4,  6.1 (with the Standstill Period (as defined therein) ending on the seventh
anniversary  of  the  date  hereof),  6.4  and 8.12 of the Master Ageement shall
survive  termination  thereof.
b.     The Loan Agreement,  other than Section 13.8 thereof, shall terminate and
be  of no further force or effect upon the date hereof.  For avoidance of doubt,
interest  as required under the Loan Agreement and underlying note shall be paid
by  Company  through  the  date  of  this  Agreement.
c.     The  Guaranty Agreement dated as of February 16, 1999 from the Parent for
the  benefit of the Company shall terminate and be of no further force or effect
upon  the  date  hereof.
d.     The  Registration  Rights  Agreement  dated  as  February 16, 1999 by and
between the Company and the Lender shall terminate and be of no further force or
effect  upon  the  date  hereof.
e.     The  covenants  and  obligations  of  the  parties under the Supplemental
Agreement  dated  as  of  July 1, 1999 by and among the Company, the Lender, the
Parent, the Depositary and each of the Original Lenders (as defined therein) and
the  Second Supplemental Agreement dated as of October 15, 1999 by and among the
Company, the Lender, the Parent, the Depositary and each of the Original Lenders
shall  terminate  and  be  of  no  further force or effect upon the date hereof.
f.     The  Subordination  Agreement  dated  as of February 16, 1999 between the
Company,  the  Lender  and  the  Original  Lenders  and the Amended and Restated
Subordination  Agreement  dated  as of October 15, 1999 between the Company, the
Lender  and  the  Original Lenders shall terminate and be of no further force or
effect  on  the  date  hereof.

4.     Miscellaneous.
       -------------
a.     Certain  Payments.  The  Company hereby agrees that at the closing of any
       ------------------
Change  in  Control  or  Sale  (as  defined in the Loan Agreement dated the date
hereof  by  and between the Company and FS Ascent Investments L.L.C.), excluding
transactions  contemplated  by  clause (b) of said definition, the Company shall
pay  to  Lender  in  immediately  available  funds a cash fee equal to 2% of the
aggregrate  Consideration  for  such  Change in Control of Sale in excess of $65
million.

     For purposes of this Section, "Consideration" shall mean the gross value of
all  cash,  securities  and  other  property  paid  directly or indirectly by an
acquirer  to  a  seller  or sellers in connection with a sale of the Company, in
respect  of  the assets of the Company or the then outstanding securities of the
Company  (including  without  limitation  all amounts paid or distributed by the
Company to the holders of capital stock of the Company (except that compensation
received  by  the  Company and distributed by the Company shall be counted once)
and  all  amounts  paid,  distributed  or  issued  to the holders of convertible
securities,  options,  warrants,  stock appreciation rights or similar rights or
securities  in  the  Company  in  connection  with  such sale in respect of such
securities;  provided  that  if  an  acquirer  pays  an  amount inclusive of any
underlying  exercise  or  strike  price  in  respect of any convertible or other
securities,  consideration  shall  include  such  amount net of such exercise or
strike  price) or the gross value of all cash, securities and assets contributed
by the Company or any other parties in the case of sale of the Company involving
a  joint  venture  or  strategic  partnership.  The value of any such securities
(whether  debt  or  equity)  or  other  property  constituting  part  of  the
consideration  shall  be  determined as follows: (i) the value of securities for
which  there is an established public market will be equal to the closing market
price  two  days  prior to the day of closing of such sale and (ii) the value of
securities  that  have  no  established  public  market,  and  the  value  of
consideration  that  consists  of other property, shall be the fair market value
thereof.  "Consideration"  also  shall  be  deemed  to  include  the  aggregate
principal amount of any indebtedness for money borrowed and any unfunded pension
liabilities  and guarantees of the Company or its subsidiaries assumed, directly
or  indirectly, whether contractually or by operation of law, in connection with
such  sale  of  the Company.  If the consideration to be paid is computed in any
foreign  currency,  the value of such foreign currency for purposes hereof shall
be  converted  into  U.S. dollars at the prevailing exchange rate on the date or
dates  on  which  such  consideration  is  paid.

b.     Entire  Agreement.  This  Agreement  (including the documents referred to
       -----------------
herein)  constitutes the entire agreement between the parties and supersedes any
prior  understanding,  agreements,  or  representations by or among the parties,
written  or oral, that may have related in any way to the subject matter hereof.
c.     Successsion  and  Assignment.  This  Agreement  shall be binding upon and
       ----------------------------
inure to the benefit of the parties named herein and their respective successors
and  permitted assigns.  No party may assign either this Agreement or any of its
rights,  interests, or obligations hereunder unless such assignee shall agree in
writing  to  be  subject  to  and  bound  by  the  terms  of  this  Agreement.
d.     Counterparts.  This  Agreement  may  be  executed  in  one  or  more
       ------------
counterparts,  each  of  which  shall  be  deemed  an  original but all of which
       -----
together  shall  constitute  one  and  the  same  instrument.
e.     Headings.  The  section headings contained in this Agreement are inserted
       --------
for  convenience  only  and  shall  not  affect  in  any  way  the  meaning  or
interpretation  of  this  Agreement.
f.     Notices.  All notices, requests, demands, claims and other communications
       -------
hereunder  shall  be  in  writing.  Any  notice, request, demand, claim or other
communication  hereunder  shall be deemed duly delivered two business days after
it  is  sent  by registered or certified mail, return receipt requested, postage
prepaid,  or  one  business  day  after  it  is  sent via a reputable nationwide
overnight  courier  service, in each case to the intended recipient as set forth
below:
     If  to  the  Company:     Copy  to:
     --------------------      --------

     Ascent  Pediatrics,  Inc.     Hale  and  Dorr  LLP
     187  Ballardvale  St.,  Suite  B125     60  State  Street
     Wilmington,  MA  01887     Boston,  MA  02109
     Attention:  President     Attention:  Stuart  Falber,  Esq.

     If  to  the  Lender:     Copy  to:
     -------------------      --------

     Alpharma  USPD  Inc.     Alpharma  Inc.
     7205  Windsor  Boulevard     One  Executive  Drive
     Baltimore,  MD  21244     Fort  Lee,  NJ  07024
     Attention:  President     Attention:  Chief  Legal  Officer

     If  to  the  Parent:     Copy  to:
     -------------------      --------

     Alpharma  Inc.     Alpharma  Inc.
     One  Executive  Drive     One  Executive  Drive
     Fort  Lee,  NJ  07024     Fort  Lee,  NJ  07024
     Attention:  President     Attention:  Chief  Legal  Officer

     If  to  the  Depositary:
     -----------------------

     State  Street  Bank  and  Trust  Company
     c/o  Equiserve  L.P.
     150  Royall  Street
     Canton,  MA  02021

Any  party  may  give  any notice, request, demand, claim or other communication
hereunder using any other means (including personal delivery, expedited courier,
messenger  service,  telecopy,  telex, ordinary mail or electronic mail), but no
such  notice,  request,  demand, claim or other communication shall be deemed to
have  been duly given unless and until it actually is received by the individual
for  whom  it  is  intended.  Any party may change the address to which notices,
requests, demands, claims and other communications hereunder are to be delivered
by  giving  the  other  party or parties notices in the manner herein set forth.

g.     Governing  Law.  This  Agreement  shall  be  governed by and construed in
       --------------
accordance with the internal laws (and not the law of conflicts) of the State of
     Delaware.
h.     Amendments  and Waivers.  No amendment of any provision of this Agreement
       -----------------------
shall  be  valid  unless  the  same shall be in writing and signed by all of the
parties.  No  waiver by any party of any default, misrepresentation or breach of
warranty  or  covenant hereunder, whether intentional or not, shall be deemed to
extend  to  any  prior  or  subsequent  default,  misrepresentation or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of  any  prior  or  subsequent  such  occurrence.
i.     Severability.  Any term or provision of this Agreement that is invalid or
       ------------
unenforceable in any situation in any jurisdiction shall not affect the validity
or  enforceability  of the remaining terms and provisions hereof or the validity
or  enforceability  of the offending term or provision in any other situation or
in  any  other  jurisdiction.  If  the  final  judgment  of a court of competent
jurisdiction  declares  that  any  term  or  provision  hereof  is  invalid  or
unenforceable,  the  parties  agree  that  the court making the determination of
invalidity  or  unenforceability  shall  have  the  power  to  reduce the scope,
duration  or area of the term or provision, to delete specific words or phrases,
or  to  replace  any  invalid  or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest to expressing the
intention  of the invalid or unenforceable term or provision, and this Agreement
shall  be  enforceable  as  so  modified after the expiration of the time within
which  the  judgment  may  be  appealed.
j.     Expenses.  Except  as  otherwise  expressly  provided herein, each of the
       --------
parties  hereto  will  pay  its  own  fees  and  expenses  (including,  without
limitation, legal and accounting fees and expenses) incurred by it in connection
with  the  transactions  contemplated  hereby.
k.     Construction.  The  language used in this Agreement shall be deemed to be
       ------------
the language chosen by the parties hereto to express their mutual intent, and no
rule  of  strict construction shall be applied against any party.  Any reference
to  any  federal, state, local or foreign statute or law shall be deemed also to
refer  to  all  rules and regulations promulgated thereunder, unless the context
requires  otherwise.

<PAGE>
IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
date  first  above  written.

LENDER:

Alpharma  USPD  Inc.


By:      /s/  Thomas  L.  Anderson
        --------------------------
Title:      President
           ----------



COMPANY:


Ascent  Pediatrics,  Inc.

By:      /s/  Emmett  Clemente
        ----------------------
Title:      President
           ----------



PARENT:


Alpharma  Inc.


By:      /s/  Thomas  L.  Anderson
        --------------------------
Title:      Vice  President
           ----------------



DEPOSITARY:
(AS  TO  SECTIONS  1  AND  4  B.  THROUGH  K.  ONLY)

State  Street  Bank  and  Trust  Company


By:___________________

Title:____________________













ORIGINAL  LENDERS:
(AS  TO  SECTIONS  3  E.  AND  F.  AND  4  B.  THROUGH  K.  ONLY)

Furman  Selz  Investors  II  L.P.
FS  Employee  Investors  L.L.C.
FS  Parallel  Fund  L.P.

By:     FS  Private  Investments  LLC,  Manager


By:      /s/  James  Luikart
        --------------------
Title:  Manager
       --------

BancBoston  Ventures  Inc.

By: /s/ Marcia T. Bates
       ----------------
Title: Managing Director
       -----------------

Flynn  Partners

By:      /s/  James  Flynn
        ------------------
Title:      General  Partner
           -----------------