AGREEMENT OF SALE

	AGREEMENT dated as of January 30, 2003, between Alpharma AS, a corporation organized under the laws of Norway and registered with the Norwegian Register of Companies with organisation number 971 135 123 ("Seller")  and Nopal, a corporation organized under the laws of Norway and registered with the Norwegian Register of Companies with organisation number 917 811 873("Buyer").

	WHEREAS, the Seller is engaged in the distribution and sale of vitamin products and bandages and surgical tape products from a facility in Vennesla, Norway.	

WHEREAS, the parties agree that bandages and surgical tape products (the "Bandage and Tape Business") is not a part of this sale transaction.

	WHEREAS, Seller wishes to sell to Buyer and Buyer wishes to purchase the assets, properties, and rights of the vitamin products listed on **Schedule 1** except to the extent such rights relate to the sale of vitamins in Denmark, Portugal and Indonesia which shall remain vested in Seller (the "Vitamin Business") subject to the liabilities of the Vitamin Business.

	NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, Seller and Buyer hereby agree as follows:

1.	SALE AND TRANSFER OF ASSETS, LIABILITIES AND CERTAIN RELATED MATTERS.

	(a)	Sale of Assets.  On the terms and subject to the conditions of this Agreement, on the Closing Date (as hereinafter defined) Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase from Seller, the following assets, properties, and rights and liabilities related to the Vitamin Business:

- Inventory of products and packaging material listed on  Schedule 1 , including raw materials and work in process at the Lier plant and purchase commitments relating to the products and packaging material (the "Inventory")
- All existing contracts and agreements relating to the Vitamin Business including distributor, supplier, and customer agreements
- Customer lists
- Trade marks and other intellectual property rights owned by Seller or affiliated companies listed in   Schedule 2  except for the trademark "Vitapan" which shall be licensed to Buyer for use in the Vitamin Business on a 10 year, royalty-free basis with the right to renewal on terms to be agreed.
- Specifications and formulas for the products listed on Schedule 1

	All such assets, properties, rights, and business being acquired by Buyer are collectively referred to herein as the "Purchased Assets".  It is understood and agreed that Buyer is not purchasing any real property, plant or equipment, accounts receivable, accounts payable or the trademark "Norgesplaster" and is not assuming any rights or obligations with respect to employees of Seller.

	(b)	Liabilities of Seller.  Buyer agrees to assume all liabilities existing on the date of the Closing related to the Vitamin Business and to continue to perform the following obligations of Seller related to the Vitamin Business:  

- All existing contracts and agreements relating to the  Vitamin Business including distributor, supplier, and customer agreements

	(c)	Purchase Price.  Upon the terms and subject to the conditions set forth in this Agreement, Buyer shall pay to Seller at the Closing, a cash purchase price for the Purchased Assets in immediately available funds of NOK 23 million plus the value of the Inventory as existing on the Closing Date; the value of which shall be computed in accordance with **Schedule**3 (the "Purchase Price").

	(d)	Assignment of Contracts.  Seller shall use all reasonable diligence to obtain any third party consents necessary to effectuate the transfer of the contracts of Seller being assumed by Buyer hereunder.  If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not, in fact, receive all such rights, Seller will cooperate with Buyer in any arrangement designed to provide for the benefits under any such claims, contracts, agreements, licenses, commitments, sales orders or purchase orders, and including, without limitation, enforcement for the benefit of Buyer of any right arising out of the breach or cancellation by a third party or otherwise.  In the event any individual contract or agreement relates to both the  Vitamin Business and the Bandage and Tape Business or other businesses of Seller said contract shall not be assigned to Buyer but, in lieu thereof, Seller shall take all reasonable action to provide Buyer with the benefit of such contract or agreement to the extent that it relates to the Vitamin Business and Buyer shall perform all obligations thereunder relating to the  Vitamin Business. 

(e)	Inventory AdjustmentThe Seller shall within 15 days after the Closing Date procure that a statement of the Inventory as existing on the Closing Date (the "Inventory Statement"), which shall be prepared in accordance with the procedures and valuation rules set forth in 
Schedule 3 
and, to the extent consistent with 
Schedule 3, 
applicable Norwegian accounting principles applied in the same manner as has been historically used by Seller
As soon as the Inventory Statement shall have been prepared, the Seller shall send a draft copy thereof to the Buyer.
Unless the Buyer shall within 15days after receipt of the Inventory Statement give a notice (an "
Objection Notice
") to the Seller that it objects to the Inventory Statement  (identifying the reason for any objection and the amount(s) or item(s) in the Inventory Statement which is/are in dispute), the Buyer shall be deemed to have irrevocably approved and agreed to the Inventory Statement in the form of the draft provided by the Seller.
If, within the period referred to in paragraph (iii), the Buyer shall give an Objection Notice, then the Seller and the Buyer shall use their reasonable endeavours to reach agreement upon adjustments to the draft Inventory Statement.
In the event that the Seller and the Buyer fail to reach agreement within 30 days following delivery of the Objection Notice, each of the Seller or the Buyer shall be entitled to refer the matter(s) in dispute to PricewaterhouseCoopers. Such independent firm of state authorised auditors shall determine the matter(s) in dispute and their decision shall be final and binding in the absence of manifest error. The independent firm of state authorised auditors may instruct valuers, lawyers and other professional advisers to the extent that they consider necessary to assist them in reaching their determination. The costs of the independent firm of state authorised auditors (including the fees of any professional advisers appointed by them as aforesaid) shall be borne by the Seller and the Buyer equally.
If within the period referred to in paragraph (iii) the Buyer shall not have  given an Objection Notice or, if such notice is given and the Seller and the Buyer shall subsequently agree the draft Inventory Statement or the matters in dispute are referred to an independent firm of state authorised auditors under Clause 1 (f) (v), the draft Inventory Statement as adjusted (where applicable) so as to be in accordance with the agreement of the Seller and the Buyer or the determination of the independent state authorised auditors, shall be the Inventory Statement for the purposes of this Agreement and shall be final and binding upon the parties.

(vii)  When the Inventory Statement has become binding, the Purchase Price shall forthwith be increased by the amount of Inventory reflected on  the Inventory Statement. Seller shall send an invoice to Buyer for the amount given in the binding Inventory Statement.
The increase in the Purchase Price reflected on the Inventory Statement shall be paid by the Buyer to the Seller within 45 days after the  Inventory Statement has become binding. Late payment will be charged  with interest thereon calculated at NIBOR plus 1.5 per cent per annum.
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(g) 	Allocation of Purchase Price.  For tax and accounting purposes the Purchase Price must be allocated on the transferred assets and liabilities, including goodwill calculated as the eventual difference between net identifiable assets and the Purchase Price as further set out in **Schedule 4**. The parties shall, in the period up to execution of the Closing Accounts Statement subject to the provisions above, and for 15 days following such date, cooperate in order to establish, and to document in writing, the correct allocation of the Purchase Price compared to the Closing Accounts Statement. Such written documentation shall be the basis for the parties' respective accounting and tax returns.
**2.	CLOSING.**

	The Closing of the transactions provided for hereunder shall take place at the offices of Wiersholm, Mellbye & Bech, Ruselokkveien 26  0251 Oslo, Norway at 10:00 o'clock a.m. Oslo time on January 30, 2003, or on such other date, (the "Closing Date") or at such other place, as Seller and Buyer may agree (the "Closing").

**3.	REPRESENTATIONS AND WARRANTIES BY SELLER.**
	Seller represents, warrants, and covenants that, except to the extent disclosed in the Disclosure Bundle delivered by Seller to Buyer concurrently herewith: 

(a)	Organization of Seller.  Seller is a corporation duly organized and validly existing under the laws of Norway and has all power and authority to own and hold properties of the  Vitamin Business, to conduct the  Vitamin Business as such business is now being conducted, to enter into and perform its obligations under this Agreement.
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(b)	Ability to Carry Out Agreement.  Seller is not a party to, subject to, or bound by any agreement or instrument or any statute, regulation, pending litigation, judgment, order writ, injunction, or decree of any court or governmental body which could at the date of the Closing prevent the performance of any of its obligations under this Agreement or adversely affect the use by Buyer of the Purchased Assets or Buyer's ability to engage in the  Vitamin Business as it is presently conducted.
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(c)	Authorization and Approval of Agreement.  Seller has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.  The execution, delivery and performance by Seller of this Agreement has been approved by Seller's Board of Directors and requires no further corporate action for valid authorization.  This Agreement upon its execution and delivery by Seller (assuming due authorization, execution, and delivery by Buyer) will constitute the legal, valid and binding obligation of Seller, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights generally.

(d)	Financial.  Attached hereto as **Schedule 5**is a true, correct and complete copy of the statement of income for the 12 months ended December 31, 2001 of the Vitamin Business(the "2001 Income Statement"). The 2001 Income Statement has been prepared in accordance with accounting principles generally accepted in Norway and present fairly in all material respects the on a pro forma basis revenues and direct operating expenses for the Vitamin Business for the period then ended.  Since December 31, 2001, the Vitamin Business has been operated only in the ordinary and normal course of business and there has not been (a) any material adverse change in the financial condition or in the operations of the  Vitamin Business from that shown on the 2001 Income Statement ; (2) any damage, destruction, or loss materially and adversely affecting the properties of the  Vitamin Business; or (3) any other event or condition of any character pertaining to and materially and adversely affecting or threatening to affect the Purchased Assets or the  Vitamin Business.

(e)     Title of Assets.  Other than liens for current taxes not yet due and payable, Seller has good and marketable title to all of the Purchased Assets, free and clear of all mortgages, liens, or other encumbrances.  All of the Purchased Assets are in the possession and control of Seller, and, as of the Closing Date, no third party will have any right pertaining to the Purchased Assets. The Sellers right to the Purchased Assets are not subject to the payment of any royalty, contingent payment or other consideration.

(f)     Insurance. All relevant insurance policies relevant for the Vitamin Business are in full force and effect and provide adequate insurance coverage for the assets and operations of the Vitamin Business.  The Seller is not in default with respect to any provision contained in any such policy, nor has it failed to give notice or pursue any claim under any****insurance policy in due****and timely fashion.  For****avoidance of doubt Seller's policies of insurance shall not cover the Vitamin Business on or after the Closing Date.****
(g)	Contracts and Commitments.  Each contract or obligation of Seller as pertains to the  Vitamin Business is in full force and effect, constitutes the valid legal and binding obligation of Seller and, to Seller's knowledge,  is the valid, legal and binding obligation of the other party(ies) thereto and Seller is not in any default, nor is there any claim of default, under any contracts or obligations of Seller which would adversely affect the  Vitamin Business as a whole.

(h)	No Breach of Statute or Contract.  Neither the execution and delivery of this Agreement nor compliance with the terms and provisions of this Agreement on the part of Seller will breach any statute or regulation of any governmental authority, domestic or foreign, or will at the Closing Date conflict with or result in a breach of any of the terms, conditions, or provisions of any agreement or instrument to which Seller is a party or by which it is or may be bound, or constitute a default thereunder, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon, or give to others any interest or rights in the properties or Purchased Assets.
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(i)	No Litigation or Adverse Events.  There is no, and nor does the Seller know of any basis or grounds for any, claim, suit, action, or legal, administrative, arbitration, or other proceeding or governmental investigation, or any change in the zoning or building ordinances affecting the Vitamin Business, pending or threatened, which could reasonably materially adversely affect the financial condition of the  Vitamin Business as a whole.  
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(j)	Trademarks. **Schedule 2** contains a complete and accurate list of all Trademarks in use by Seller in the  Vitamin Business. The Trademarks are duly registered in the countries listed on Schedule 2****for the products listed on Sc**hedule 1.**The Seller is the sole legal owner of such Trademarks. The registered Trademarks are valid, subsisting and not subject to any opposition or application for cancellation or amendment. All application, renewal and other official statutory and regulatory fees in respect of the Trademarks have been duly paid. No claim has been received by the Seller from any third party based on allegation of infringement of the Trademarks. To the best of Seller's knowledge, the Trademarks are not violating or infringing the rights of any third party, and no third party is violating or infringing upon the Trademarks.

No act has been done or omitted to be done and no event has occurred or is likely to occur which may render any registration of the Trademarks subject to revocation, compulsory licence, cancellation or amendment. To the best of Seller's knowledge, there are no agreements or arrangements in force which restrict in any manner the disclosure or use or assignment by Seller of any Trademark owned by the Seller.

(k)	No employees. No employees of Seller will, as a result of the Agreement, be entitled to demand employment by the Buyer pursuant to the Norwegian Labour Protection Act, nor demand any compensation in this respect. Seller shall hold Buyer harmless of any such claims. 

(l)	Compliance with Law.  The  Vitamin Business is not, and on the Closing Date will not be, in violation of any law or regulation, local, state, provincial or federal, pertaining to the operation or conduct of its business which violation would be materially adverse to the  Vitamin Business as a whole.****
(m)	Governmental Permits. The Vitamin Business has all governmental or other public licenses and permits necessary to conduct its business, and such licenses and permits are in full force and effect.  For avoidance of doubt, while Seller will take any reasonable action to transfer such licenses and permits as relate solely to the Vitamin Business to Buyer, Seller makes no representation that such licenses or permits are transferable to Buyer under applicable law. 

(n)	No Brokers or Finders.  No individual, firm, corporation or other person has, or as a result of any of the transactions contemplated hereby will have, as a result of any commitment of Seller with respect to such individual firm, corporation or other person any right, interest or valid claim against or upon Buyer for any commission, fee or other compensation as a broker or finder or for acting in any similar capacity.
**4.	REPRESENTATIONS AND WARRANTIES BY BUYER.**
	Buyer represents, warrants and covenants that

(a)	Organization.  Buyer is a corporation duly organized and validly existing under the laws of Norway and has all corporate power and authority to own its properties, carry on its business as and where such business is now conducted and to enter into and perform its obligations under this Agreement.
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(b)	Authorization and Approval of Agreement.  Buyer has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.  The execution, delivery and performance of this Agreement by Buyer has been duly authorized by Buyer's Board of Directors and requires no further corporate action for valid authorization.  The Agreement upon its execution and delivery by Buyer (assuming due authorization, execution and delivery by Seller) will constitute the legal, valid and binding obligation of Buyer.