CLAYTON UTZ

















Alpharma Inc.

Oral Pharmaceuticals Acquisition Corp.

Mayne Nickless Limited ACN 004 073 410

Mayne Health Logistics Pty Limited ACN 097 064 894



Third Variation Agreement

Table of Contents

1.

1.1

1.2

2.

Third Variation Agreement made

Parties	Alpharma Inc.

Oral Pharmaceuticals Acquisition Corp.

Mayne Nickless Limited ACN 004 073 410



Recitals



The parties agree

1. 

1. 

In this agreement:

"Put and Call Agreement" means the put and call option agreement entered into on 12 July 2001 by Alpharma, PartnerCo, Mayne and BidCo under which PartnerCo grants to Mayne a put option over shares in BidCo and BidCo grants to PartnerCo a call option to purchase shares in Faulding Holdings, Inc. and its subsidiaries and certain other oral pharmaceutical assets owned by FH Faulding & Co Limited and its subsidiaries on the terms and conditions therein appearing (as amended by variation agreements dated 17 August and 30 August 2001).

"Third Variation Agreement" means this agreement.

In this agreement terms used have the meaning given to them in the Put and Call Agreement, unless otherwise defined.

Clause 2.4(a)(ii) of the Put and Call Agreement is amended by restating subclause (B) in its entirety to read "28 September 2001" and Alpharma and PartnerCo consent to the extension of the Offer Period to 28 September 2001 made by BidCo on 13 September 2001.



Signed

|Executed byAlpharma Inc.by                                          
|--------------------------------------------------------------------
|Name: Robert F. Wrobel
Title: Vice President and Chief Legal Officer

|Executed byOral Pharmaceuticals Acquisition Corp.by
|---------------------------------------------------
|Name: Robert F. Wrobel
Title: Secretary            



|ExecutedbyMayne Nickless Limited ACN 004 073 410by or in the presence of: |  |  |                                         
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|                                                                          |  |  |                                         
|                                                                          |  |  |                                         
|Signature of Director                                                     |  |  | Signature of Secretary/other Director   
|Name of Director in full                                                  |  |  | Name of Secretary/other Director in full



|ExecutedbyMayne Health Logistics Pty Limited ACN 097 064 894by or in the presence of: |  |  |                                         
|------------------------------------------------------------------------------------- |  |  | ----------------------------------------
|                                                                                      |  |  |                                         
|                                                                                      |  |  |                                         
|Signature of Director                                                                 |  |  | Signature of Secretary/other Director   
|Name of Director in full                                                              |  |  | Name of Secretary/other Director in full