FINAL EXECUTION COPY
                   NOTE PURCHASE AGREEMENT
     Note  Purchase Agreement dated as of March 5,  1998  by
and between  Alpharma Inc., a Delaware corporation,
("Alpharma")  and A. L. Industrier AS, a Norwegian
corporation, ("Industrier").

     WHEREAS Alpharma currently has two classes of
authorized and issued common stock, consisting of Class A
Common Stock, $.20 par value  per share, (the "Class A
Stock") and Class B Common Stock, $.20 par value per share,
(the "Class B Stock"); and

     WHEREAS Industrier owns a majority of the outstanding
Class B  Stock  through  its wholly-owned subsidiary, Wangs
Fabrik  AS ("Wangs"); and

     WHEREAS   Alpharma  desires  to  strengthen  its
financial
position  and  support certain corporate strategies  through
the offering  and issuance of Convertible Subordinated Notes
through investment   bankers  (the  "Initial  Purchasers")   to  certain
institutional  investors  and  other  qualified  purchasers
(the "Offering")   and  has  requested  Industrier  to
increase       its
investment   in   Alpharma  through  the  purchase   of
similar
Convertible Subordinated Notes; and

     WHEREAS the Board of Directors of Alpharma has approved
the Offering  of  up to $115,000,000 principal amount of
Convertible Subordinated  Notes  having the terms  (except
as  inapplicable) described  in  the  portion of the draft
of  Offering  Memorandum attached  as Appendix A hereto (the
"A Notes") and the  sale  and issuance to Industrier of up
to $68,000,000 principal amount of a Convertible
Subordinated  Note  having  substantially  the  same rights,
terms  and conditions as the A Notes  and  ranking  pari
passu  with the A Notes but being automatically convertible
into Class B Stock instead of Class A Stock upon the
conversion  of  a minimum percentage of outstanding A Notes
(the "B Note"); and

     WHEREAS   Industrier  has  agreed  to  make  an
additional
investment in Alpharma by subscribing for and purchasing a
newly issued B Note on the terms set forth herein;

     NOW THEREFORE the parties agree as follows:

     1.   Subscription for B Note.  Industrier hereby
irrevocably
subscribes for and agrees to purchase from Alpharma, and
Alpharma hereby  agrees to issue and sell to Industrier (or
if  designated by  Industrier, Wangs), (i) a B Note in the
principal  amount  of $59,000,000  for  an aggregate
consideration of $59,000,000  (the "Base  Subscription
Consideration")  and  (ii)  if  the  Initial Purchasers  in
the Offering exercise their overallotment  option, an
additional B Note (the "Overallotment Note") in the
principal amount  equal  to  the  Overallotment  Amount  for
an  aggregate consideration equal to the sum of the
Overallotment  Amount  plus accrued  interest  on  such
Overallotment  Note  from  the  date interest  begins
accruing  on  such  Overallotment  Note.             The
Overallotment  Amount  shall equal the product  (rounded  to
the nearest  $100,000) of  (x) the percentage derived by
multiplying the  principal  amount  of  A  Notes  purchased
by  the  Initial Purchasers  pursuant  to  their
overallotment  option   by                           the
principal amount of the A Notes (excluding notes issued
pursuant to  the  overallotment option) initially purchased
by the Initial Purchasers  in the Offering, multiplied by
(y) $59,000,000.                             For
example, if the Initial Purchasers purchase $100,000,000 A
Notes in the Offering and then purchase $10,000,000 of A
Notes pursuant to  their overallotment option, the
Overallotment Amount shall be $5,900,000.  The form of B
Notes shall be substantially the  same as  Appendix  B
hereto,  with  the interest  rate,  premium  and automatic
conversion price to be inserted being the same  as  the
interest rate, premium and conversion price of the A Notes.
Such terms of the A Notes shall be determined at the normal
pricing in connection with the Offering of the A Notes.
     2.   Payment of Subscription Consideration and Issuance
of B
Notes.

          a.     Industrier  shall  pay  the  Base
Subscription Consideration by wire transfer to Alpharma's
account at such bank as Alpharma may designate in United
States funds on the same date that  the  A  Notes  are sold
by Alpharma in  the  Offering  (the "Payment  Date") and, if
specified by Alpharma, such funds  shall be   held   in
escrow  pursuant  to  the  terms  of  a  mutually
satisfactory escrow agreement until, and subject to, the
approval required  by  the  rules of the New York Stock
Exchange  for  the issuance of the B Notes pursuant to this
Agreement.  Upon receipt of  the Base Subscription
Consideration, Alpharma shall issue and deliver  to
Industrier  a  B Note in  the  principal  amount  of
$59,000,000 in the name of Industrier (or Wangs) or, if
Alpharma has  requested  payment into escrow as aforesaid,
shall  deliver such B Note into such escrow.
          b.    Industrier  shall pay the consideration  for
the Overallotment Note by wire transfer to Alpharma's
account at such bank as Alpharma may designate in United
States funds on the same date  that  the  A  Notes are sold
pursuant to the  overallotment option;  provided that
Alpharma shall notify Industrier  promptly upon  receiving
notice that the overallotment option with respect to  the A
Notes has been exercised and further provided that such
funds  shall  be held in the aforementioned escrow  if  the
Base Subscription  Consideration is then held in  such
escrow.   Upon receipt  of such consideration, Alpharma
shall issue and  deliver the Overallotment Note to
Industrier or, if such consideration is held  in escrow,
shall deliver such Overallotment Note into  such escrow.
          c.    The B Notes shall contain appropriate
legends  to reflect  applicable securities law limitations
and  the  existing Control Agreement, as amended, between
Industrier and Alpharma.
     3.   Conditions to Purchase of B Note.
          a.    The  obligation of Industrier to purchase
the  B Notes as herein provided is subject only to the
conditions (which may be waived by Industrier) that (i)
Industrier shall receive  a written legal opinion of
Kirkland & Ellis dated as of the Payment Date  stating  that
(A) the B Notes has been properly  authorized and  will,
when issued in accordance herewith, be duly issued and
enforceable  in accordance with its terms and (B) the
shares  of Class  B  Stock, when issued upon automatic
conversion of  the  B Notes,  will be properly authorized
and validly issued shares  of Class  B  Stock, with the
rights, privileges and limitations  set forth in Alpharma's
Certificate of Incorporation, as amended; and (ii)  that the
A Notes were issued and sold by Alpharma  pursuant to the
Offering.
          b.   The obligation of Alpharma to issue the B
Notes as herein  provided is subject only to the conditions
(which may  be waived  by  Alpharma) that (i) the A Notes
have been  issued  and sold  by Alpharma pursuant to the
Offering; and (ii) the issuance
and sale of the B Notes to Industrier shall have been
approved by the  stockholders of Alpharma if required in
accordance with  the rules  of  the  New York Stock
Exchange.  Alpharma will  use  its reasonable best efforts
to cause all conditions in this paragraph 3b to be
fulfilled.
     4.   Representations, Warranties and Consents     .
          a.    Industrier represents and warrants  that  it
has
received   all  information  which  it  has  requested
regarding
financial, operational, personnel and other developments
relating to  Alpharma, including copies of Alpharma's report
on form  10-K for  1996,
its draft form 10-K for 1997 (with audited  financial
statements  for  1997), its reports on form 10-Q for  the
fiscal
quarters  ended March 31, 1997, June 30, 1997 and  September
30, 1997,  and
information  regarding recent  discussions  regarding
possible   acquisitions   and   other   corporate
developments.
Industrier  acknowledges that its subscription  the  for  B
Note
hereunder is unconditional and irrevocable (except as
provided in section  3a  above) and shall not be affected in
any way  by  any financial,
operational, personnel or other development  (whether
favorable  or  unfavorable) affecting or  threatening  to
affect Alpharma.                                              Industrier
further   acknowledges   that                       certain
information   provided  to  Industrier  regarding   Alpharma   is
confidential  and  that  through certain common  officers
and/or directors  Industrier has received or may in the
future  receive confidential  information  relating to
Alpharma,  and  Industrier hereby  agrees to keep all such
information confidential  and                             to
use  reasonable  effort  to  cause  each  officer,  director
and employee of Industrier to keep such information
confidential.

          b.    Industrier represents and warrants that (i)
this
Agreement  has  been duly authorized, executed and
delivered  on
behalf  of  Industrier  and is a valid and binding
agreement  of
Industrier,  enforceable in accordance with its terms,  and
(ii) Industrier (or Wangs) will acquire the B Notes for
investment and without any intent to distribute or resell
any of the B Notes                                        or
the  Class  B  Stock  into which the B Notes  may  be
converted.
Industrier hereby agrees that the B Notes (and the Class B
Stock into  which  the  B Notes may be converted) are
subject  in  all respects to the Control Agreement, as
amended, between Industrier and  Alpharma, provided that the
B Notes may be pledged in  whole or  part  on the same basis
that shares of Class B Stock  may                         be
pledged  under the Control Agreement so long as the total
number of  shares                                         of
Class B Stock that are pledged and the  number            of
shares  of  Class B Stock into which any pledged B Notes
may        be
converted shall not aggregate more than 49.9% of the total
of the number of shares of Class B Stock outstanding plus
the number  of
shares  of Class B Stock into which the B Notes may be
converted. Industrier further agrees not to sell or transfer
the B Notes     or
any shares of Class B Stock issuable on conversion thereof
except in compliance with United States securities laws.

          c.    Alpharma  represents and warrants that  (i)
this
Agreement  has  been duly authorized, executed and
delivered  on
behalf  of  Alpharma  and  is a valid and  binding
agreement  of
Alpharma,  enforceable in accordance with its terms; (ii)
the  B Notes  have  been  properly authorized and, when
issued  pursuant hereto,  will  be duly issued and
enforceable in accordance  with their terms; (iii) the
shares of Class B Stock, when issued  upon conversion of  the  B  Notes,
will be  properly  authorized  and
validly  issued  shares  of  Class  B  Stock,  with  the
rights, privileges and limitations set forth in Alpharma's
Certificate of Incorporation, as amended; and (iv) the
execution and delivery of this Agreement by Alpharma and its
performance of its obligations hereunder  will not breach,
violate or cause a default under  any
agreement or commitment binding on Alpharma or Alpharma's
Bylaws or Certificate of Incorporation as amended.
     5.   Right to Exchange B Note.
          a.    Alpharma  agrees that Industrier shall  have
the right,  exercisable at any time after October 31, 1999,
upon  not less  than ten days prior written notice to
Alpharma, to exchange all or part of the B Notes for a like
principal amount of A Notes (with  interest  payment terms
such that the  aggregate  interest payments  under the B
Notes and A Notes shall not be enlarged  or diminished for
any period during which such exchange takes place) which  A
Notes shall be issued pursuant to and governed  by  the
indenture  governing the A Notes issued pursuant to the
Offering and  such  A Notes shall continue to be subject to
all securities law transfer restrictions applicable to the B
Notes until such  A Notes  have been effectively registered
under the Securities  Act of 1933 pursuant to the
registration rights agreement referred to in paragraph 6 of
this Agreement.
          b.    Industrier  agrees that its right to  cause
such exchange of B Notes for A Notes shall only be exercised
for  the purpose  and  with  the intention of transferring
such  A  Notes promptly after   the
exchange  to  one  or  more   transferees
unaffiliated with Industrier and Alpharma and that, pending
such transfer, any A Notes held by Industrier shall not be
convertible in  Class  A  Stock  at  the  holder's
discretion  but  shall  be automatically  converted into
Class A Stock upon the  same  event and  at  the same time
as the B Notes for which such A Notes  had been   exchanged
shall   have  been  automatically   converted. Following
such  transfer to an unaffiliated  transferee,  the  A Notes
shall be convertible at the discretion of the holder in the
same  manner  and with the same effect as other  A  Notes
issued under the Indenture.  Alpharma agrees to use its
reasonable best efforts to cause the Class A Notes issued in
exchange for  the  B Notes (and the Class A Stock issuable
upon conversion thereof) to be  listed  on  the  New  York
Stock  Exchange  as  promptly  as practicable  after
receiving a request for registration  pursuant to paragraph
6 of this Agreement.

     6.    Registration Rights.  Alpharma agrees that
Industrier
(or  Wangs) as holder of the B Notes shall be entitled  to
cause Alpharma at any time after November 1, 1999 to
register under the Securities  Act of 1933, as amended, any
of the A Notes  received by  Industrier or its subsidiaries
upon any exchange provided for in  paragraph  5 hereof (or
any Class A Stock into which  such  A Notes  are
convertible).  Such registration rights shall  be  set forth
in a mutually agreeable registration rights agreement which
provides   for  :  (i)  one  demand  registration  of  at
least
$30,000,000  of  securities;  (ii) payment  by  Alpharma  of
all reasonable   expenses  except  underwriting
commissions;   (iii) Alpharma's  right to defer registration
for up to six months  for good   corporate  purposes;  (iv)
the  selection   of
mutually
acceptable   managing  underwriters;  (v)  unlimited   piggy-
back registration if acceptable to the managing underwriters
and  not adverse to Alpharma's interest; (vi) non-
transferability  of  the registration rights and (vii) such
other terms and conditions  as are   customary   in
private  placement   registration   rights agreements.
The   registration  rights  agreement   shall   be
consistent with the registration rights agreement referred
to  in the  Stock  Subscription Agreement dated February 10,
1997,  and shall be prepared and agreed to as promptly as
practicable.

     7.   Miscellaneous

          a.    No  Third  Party Beneficiaries.   This
Agreement
shall  not  confer any rights or remedies upon any  person
other than  the  parties and their respective successors and
permitted assigns.
          b.    Entire Agreement.  This Agreement (including
the
appendices  hereto and documents referred to herein)
constitutes the  entire agreement between the parties with
respect to  the  B Notes  and  supersedes any prior
understandings,  agreements,  or representations by or among
the Parties, written or oral, to  the extent they related in
any way to the subject matter hereof.

          c.    Succession 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. Neither  Party  may assign either this
Agreement or  any  of  its rights,  interests, or
obligations hereunder  without  the  prior written approval
of the other party; provided, however, that  the Buyer may
assign any or all of its rights and interests (but  not its
obligations) hereunder to Wangs.

          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 will
constitute one  and  the same instrument.

          e.    Governing Law.  This Agreement shall be
governed
by  and  construed in accordance with the domestic  laws  of
the State of Delaware without giving effect to any choice or
conflict of  law  provision or rule (whether of this State
of Delaware  or any  other jurisdiction) that would cause
the application of  the laws of any jurisdiction other than
the State of Delaware.

          f.    Amendments  and  Waivers.  No  amendment  of
any
provision of this Agreement shall be valid unless the same
shall be  in writing and signed by each party hereto.  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.


                            * * *
                              
                              
          IN  WITNESS  WHEREOF, the parties hereto have
executed
                              this Note Purchase Agreement

                              as of the date first above

                              written. ALPHARMA INC.

                              

                             By:

                            Its:
                              
                              
                              A. L. INDUSTRIER AS

                             By:

                            Its:
Appendix B to Note Purchase Agreement
dated as of March 5, 1998
                        ALPHARMA INC.
[Restrictive Legend Regarding Securities Laws and Control
Agreem ent]
     % CONVERTIBLE (CLASS B) SUBORDINATED NOTE DUE 2005
                              
                              
     ALPHARMA INC., a Delaware corporation (herein called
the "Company"), for value received, hereby promises to pay
to A.L. INDUSTRIER A.S. or assigns, the principal sum of
______ Million Dollars ($__,000,000) on _______________ ,
2005, and to pay interest thereon as provided below, until
the principal hereof is paid or duly provided for.  The
right to payment of principal, premium and interest is
subordinated to the rights of Senior Indebtedness as set
forth in the Indenture referred to below.
The principal hereof may be automatically converted
into shares of Class B Common Stock, $.20 par value
per share ("Class B Stock"), of the Company as
provided below.

     1.   Interest.  The Company promises to pay
interest on the principal amount of this Note at the
rate of _____% per annum.. The Company will pay
interest semi-annually on March __ and September __
of each year commencing September __, 1998. Interest
on this Note will accrue from the most recent date to
which interest has been paid or, if no interest has
been paid, from the date of this Note.  Interest will
be computed on the basis of a 360-day year of twelve
30-day months.

    2.   Method of Payment.  The Company will pay
                     interest on
this Note to the holder hereof at the close of
business on the applicable interest payment date.
The Holder of this Note  must
surrender this Note to the Company to collect
principal payments. The Company will pay principal,
premium if any, and interest at the principal
executive office of the Company in the United States
in money of the United States that at the time of
payment is legal tender for payment of public and
private debts.
However, the Company may pay principal, premium, if
any, and interest by check payable in such money.  It
may mail an interest check to a Holder's address in
the records of the Company or by other means
acceptable to the Holder.

   3.   Indenture.  Reference is hereby made to an
                      Indenture
dated as of March __, 1998 (the "Indenture") between
the Company and the _____________________, as Trustee
which governs certain convertible subordinated notes
having terms substantially the same as this Note but
which are convertible at the holder's discretion into
Class A Common Stock of the Company (such stock
referred to as "Class A Stock" and such notes as
"Class A Notes").  Terms used herein or used in
defined terms herein, including "Senior
Indebtedness", "Indebtedness" and "Change of
Control", which are defined in the Indenture have the
meanings assigned to them in the Indenture (unless
the context otherwise requires).  Reference is hereby
also made to the Note Purchase Agreement dated as of
March 5, 1998, between the Company and A.L.
Industrier A.S. (the "Note Purchase Agreement").

4.   Optional Redemption.  This Note may be redeemed
                         for
cash on at least 30 and not more than 60 days notice
at the option of the Company on or after March __,
2001 in whole at any time or in part from time to
time, at the redemption prices (expressed as
percentages of principal amount) set forth below,
plus accrued interest, if any, to the redemption
date; provided that this Note may not be redeemed in
whole or part unless the
Company has duly called the Class A Notes for
redemption in accordance with the Indenture on a
redemption date at least five business days earlier
than the redemption date applicable to the Note.  The
redemption date shall be determined by the Company.
          The redemption price (expressed as a
percentage of principal amount) for the portion of
this Note redeemed on and after 2001 and prior to
___________, 2002 is ___% and the redemption prices
(expressed as percentages of principal amount) are as
follows for the twelve-month period beginning
____________:
           Year                Percentage
               2002
               2003
               2004
               2005

5.   Notice of Redemption.  Notice of redemption will
                         be
mailed at least 30 days but not more than 60 days
before the redemption date to the Holder of this Note
at its address on the records of the Company.  From
and after the redemption date interest ceases to
accrue on this Note or portions thereof called for
redemption.  A call of this Note for redemption shall
not affect or limit any automatic conversion that
occurs on or prior to the redemption date under
paragraph 7 hereof.

     6.   Repurchase at Option of Holder.  In the
event of a
Change in Control with respect to the Company, then
the Holder of this Note shall have the right, at the
Holder's option, subject to the rights of the holders
of Senior Indebtedness, to require the Company to
repurchase this Note or any portion thereof which is
$1,000 or any integral multiple thereof on a business
day (the "Repurchase Date") that is no later than 90
days after the date of such Change in Control, unless
otherwise required by applicable law, at a price
equal to 100% of principal amount of the Note, plus
accrued and unpaid interest to the Repurchase Date.

          Within 30 days after the occurrence of the
Change in Control, the Company will give notice of
the occurrence of such Change in Control to the
Holder hereof.  Such notice shall include, among
other things, the date by which Holder must notify
the Company of such Holder's intention to exercise
the repurchase option and of the procedure which such
Holder must follow to exercise such right.  Exercise
of the repurchase option by the Holder hereof will be
revocable at any time prior to the close of business
on or prior to the Repurchase Date, and the Holder
who submits this Note will be subject to automatic
conversion of this Note into Class B Common Stock as
herein provided prior to close of business on the
Repurchase Date.

     7.   Automatic Conversion.  The principal of
this Note will
automatically convert into shares of Class B Stock
without any act required on the part of the holder
hereof on the close of business on the date (the
"Conversion Date") which is the later of (i) March
__, 2001, or (ii) the Conversion Event Date.  The
Conversion Event Date shall be the first business day
following the occurrence of Conversion Event.  A
Conversion Event shall mean the conversion of one or
more Class A Notes so that at least 75% in principal
amount of the Class A Notes originally issued under
the Indenture in the Offering (defined in the Note
Purchase Agreement), including any Class A Notes
issued upon exercise of the overallotment option,
shall have been converted (whether on or before the
date of such occurrence) by the holders thereof
into shares of Class A Stock of the Company.  The
conversion price is $____ per share, subject to
adjustment in certain events as provided herein.  To
determine the number of shares of Class B Stock
issuable upon automatic conversion of this Note,
divide the principal amount hereof by the conversion
price in effect on the conversion date and round the
result to the nearest 1/100th share.  The Company
will deliver a check in lieu of any fractional share.
On conversion no payment or adjustment for interest
accrued on this Note will be made.  The conversion
price and the number of shares of Class B Stock into
which the Note is convertible shall be adjusted in
the same manner and at the same time as the Class A
Notes are or would be adjusted pursuant to Article
Ten of the Indenture so that the conversion price
under this Note is at all times the same as the
conversion price then applicable to the Class A Notes
(or if the Class A Notes are no longer outstanding on
the Conversion Date, the same as the conversion price
applicable to the Class A Notes would have been if
they had been outstanding on such Conversion Date).
The Company shall promptly give the Holder written
notice of any adjustment in the conversion price.

          Such conversion as set forth in the
preceding paragraph shall be automatic on the
Conversion Date specified if a Conversion Event Date
has occurred and from and after the Conversion Date
this Note shall be deemed to be no longer outstanding
and shall represent the number of shares of Class B
Stock into which this Note was converted on such
Conversion Date. To receive stock certificates for
Class B Stock upon automatic conversion of this Note,
the Holder must surrender this Note to the Company,
attention Treasurer, at its principal executive
office in the United States.

          Notwithstanding any other provision of this
Note, this Note shall become convertible at the
option of the Holder into shares of Class B Stock in
the same manner, at the same conversion price (as
from time to time adjusted) and with the same effect
as provided in Article Ten of the Indenture with
respect to Class A Stock issuable on conversion of
Class A Notes if and only if the Holder shall be an
assignee of the original Holder of this Note and such
assignee is not an affiliate of the Company.

          Except as provided in the preceding
paragraph with respect to an assignee who is not an
affiliate, this Note shall not be converted unless a
Conversion Event shall have occurred.

     8.   Subordination.  This Note is subordinated
in right of
payment, in the same manner and to the same extent as
is set forth in the Indenture with respect to the
Class A Notes, to the prior payment in full of all
Senior Indebtedness.  The obligations of the Company
under this Note shall not constitute Senior
Indebtedness under the Indenture nor shall the
obligations of the Company under the Class A Notes
constitute Senior Indebtedness under this Note.  The
obligations of the Company under this Note shall rank
pari passu with the Company's obligations under the
Class A Notes.  The Holder by accepting this Note
agrees to such subordination and authorizes the
Company or any agent therefor to give it effect.  To
the extent necessary to give effect to this paragraph
8, the provisions of Article Twelve of the Indenture
are hereby incorporated by reference but with
references to the Class A Notes referring to this
Note.

     9.   Transfer and Exchange; Division of Note.
Any transfer
or assignment of this Note is subject to the
limitations and restrictions set forth in the Note
Purchase Agreement.  The Company may require the
Holder, among other things, to furnish
appropriate evidence of compliance with such
limitations and restrictions.  The Holder may
exchange this Note after October 31, 1999 for a like
principal amount of Class A Notes as set forth in the
Note Purchase Agreement and subject to the
limitations set forth therein.  No service charge
shall be made for any transfer or exchange, but the
Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in
connection therewith.  The Company need not exchange
or transfer this Note if it has been called for
redemption in whole or in part.
          At the Holder's request made at any time
the Company will divide this Note into two or more
Notes having in the aggregate the same principal
amount as this Note, each such Note to be of like
tenor as this Note and to bear such legends as are
borne by this Note.  To effect such division the
Holder shall deliver this Note to the Company with
its written request for dividing this Note; provided
that such right to divide this Note shall not limit
or affect the limitations on transfer referred to in
the Note Purchase Agreement or this paragraph 9.
     10.  Merger or Consolidation.  The Company shall
not consolidate with, or merge into, or transfer or
lease all or substantially all of its assets to, any
person unless, among other things, the person is
organized under the laws of the United States or
consents to submit to the jurisdiction of any new
York State or Federal court sitting in the City of
New York, such person assumes by written agreement
all the obligations of the Company under this Note
and after giving effect to the transaction no Default
or Event of Default exists.
          Notwithstanding the foregoing, any
subsidiary of the Company may consolidate with, merge
into or transfer all or part of its properties and
assets to the Company or any other subsidiary or
subsidiaries of the Company.
     11.  Defaults and Remedies.  An Event of Default
is: default for 30 days in payment of interest on
this Note; default in payment of principal on the
Note when due; failure by the Company for 60 days
after notice to it to comply with any of its
agreements in this Note, in the Note Purchase
Agreement or in the Indenture; default by the Company
causing acceleration of an aggregate amount of at
least $10,000,000 of Indebtedness of the Company for
borrowed money under any mortgage, indenture or
instrument under which such Indebtedness is issued or
by which such Indebtedness is secured or evidenced
unless within 60 days such acceleration is rescinded
or waived or such Indebtedness is discharged by the
Company; and any event of bankruptcy or insolvency
which would constitute an Event of Default under the
Indenture.  If any Event of Default occurs and is
continuing, the Holder hereof may declare all this
Note to be due and payable immediately and upon such
declaration all principal, premium, if any, and
accrued and unpaid interest shall immediately become
due and payable.
     12.  No Recourse Against Others.  No past,
present or future director, officer, employee or
stockholder, as such, of the Company shall have any
liability for any obligations of the Company under
this Note or for any claim based on, in respect of or
by reason of such obligations or their creation.
Each Holder by accepting this Note waives and
releases all such liability. The waiver and release
are part of the consideration for the issue of this
Note.
     THE COMPANY WILL FURNISH TO THE HOLDER HEREOF
UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE
INDENTURE.  REQUESTS MAY
BE MADE TO:
                    ALPHARMA INC.
              ONE EXECUTIVE DRIVE
                    FOR LEE, NEW JERSEY 07024
             ATTENTION: TREASURER
                       
                       
                           * * * * *
          IN WITNESS WHEREOF, ALPHARMA INC. has
caused this instrument to be duly signed under
its corporate seal.

[SEAL]                        ALPHARMA INC.
                              By:
                                   [Title]
                              By: