EXECUTION COPY



AMENDMENT NO. 6 TO THE
CREDIT AGREEMENT

Dated as of March 8, 2005

AMENDMENT NO. 6 TO THE CREDIT AGREEMENT among ALPHARMA INC., a Delaware corporation ("Holdings"), the banks, financial institutions and other lenders party hereto, and BANK OF AMERICA, as administrative agent and collateral agent (the "Administrative Agent"), as parties to the Credit Agreement referred to below.

PRELIMINARY STATEMENTS:

1. Alpharma Operating Corporation, a Delaware corporation (the "Company"), Alpharma USPD Inc., a Maryland corporation (together with the Company and the Subsidiary Borrowers party thereto, the "Borrowers"), Holdings, the Lender Parties and the Administrative Agent have entered into a Credit Agreement dated as of October 5, 2001, as amended by Amendment No. 1 dated as of December 16, 2002, Amendment No. 2 dated as of April 3, 2003, Amendment No. 3 dated as of December 18, 2003, Amendment No. 4 dated as of April 19, 2004 and Amendment No. 5 dated as of August 3, 2004 (as further amended, supplemented or otherwise modified from time to time, the "Credit Agreement").  Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
2. Holdings and the Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth.
3. Article I is amended by adding the following new terms in alphabetical order:
4. The definition of "Consolidated EBITDA" in Article I is further amended by inserting in lieu of the period after clause (p) therein the following new clauses to read as follows:
5. Section 2.05(b)(ii) is amended by (i) inserting a semi-colon in  lieu of the period at the end thereof and (ii) inserting the words "provided that any prepayment of amounts of Revolving Credit Advances outstanding thereunder in respect of Net Cash Proceeds of any Debt incurred under Section 5.02(b)(iii)(O) or Section 5.02(b)(iii)(P) or Section 5.02(b)(iii)(Q) shall not result in a reduction in Revolving Credit Commitments." at the end thereof.
6. Section 2.06(b)(ii) is amended by (i) inserting a comma in lieu of the word "and" at the end of clause (B)(1) of the parenthetical contained therein, (ii) inserting after clause (B)(2) of the parenthetical contained therein the following new clause to read as follows:
7. Section 2.06(b)(vi) is amended by (i) inserting the words ", provided that any prepayment of amounts of Revolving Credit Advances outstanding thereunder in respect of Net Cash Proceeds of any Debt incurred under Section 5.02(b)(iii)(O) or Section 5.02(b)(iii)(P) or Section 5.02(b)(iii)(Q) shall not be required to be deposited into the L/C Cash Collateral Account" before the first semi-colon therein and (ii) inserting the words "(subject to the proviso above)" before the first parenthetical contained therein.
8. Section 5.02(a) is amended by (i) deleting the word "and" at the end of clause (viii) thereof, (ii) inserting a semi-colon in lieu of the period at the end of clause (ix) thereof and (iii) inserting after clause (ix) therein the following new clause to read as follows:
9. Section 5.02(b)(iii) is amended by (i) deleting the word "and" at the end of clause (M) thereof, (ii) inserting a semi-colon in lieu of the period at the end of clause (N) thereof and (iii) by inserting after clause (N) thereof the following new clauses to read as follows:
10. Section 5.02(f) is amended by (i) deleting the word "and" at the end of clause (xi) thereof, (ii) inserting the words "or the Senior Notes" at the end of clause (xii) thereof, (iii) inserting a semi-colon in lieu of the period at the end of clause (xii) thereof and (iv) inserting after clause (xii) thereof the following new clauses to read as follows:
11. Section 5.02(g)(ix) is amended by inserting the words "and the Senior Notes" immediately before the period at the end thereof.
12. Section 5.02(j)(xi) is amended by inserting the words ", the Senior Notes or both" immediately before the comma at the end thereof.
13. Section 5.02(q) is amended by (i) deleting the word "and" at the end of clause (ix) thereof, (ii) inserting a comma at the end of clause (ix) thereof and (iii) by inserting in lieu of the period after clause (x) therein the following new clauses to read as follows:
14. Section 5.03(b) is amended by inserting the words "(except that in the case of the fiscal year ending on December 31, 2004 the documents required to be delivered pursuant to this Section 5.03(b) do not need to be delivered until April 30, 2005 or any earlier time that such documents are available)" immediately before the first comma thereof.
15. The table in Section 5.04(a) is amended in full to read as follows:
16. The table in Section 5.04(d) is amended in full to read as follows:
17. Section 5.04(e) is amended by inserting after clause (vi) therein the following new clause to read as follows:
18. Certified copies of (A) the resolutions of the Board of Directors of (1) Holdings approving this Amendment and the matters contemplated hereby and (2) each other Loan Party evidencing approval of the Consent and (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Consent and all other matters contemplated hereby;
19. A certificate signed by a duly authorized officer of Holdings stating that: (A) the representations and warranties contained in Section 5 hereof and in the Loan Documents are true and correct on and as of the date of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a date other than the date of such certificate, and (B) no event has occurred and is continuing that constitutes a Default; and
20. The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment,  are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.
21. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION 6.     Costs, Expenses  The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 8.04 of the Credit Agreement.

SECTION 7.     Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8.     Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.



ALPHARMA INC.

By:  	Matthew T. Farrell
Title: 	Executive Vice President, Finance & Chief 	Financial Officer



BANK OF AMERICA, N.A., 
  as Administrative Agent  
By:  	Angela Lau
Title: 	Assistant Vice President

Agreed as of the date first above written

BANK OF AMERICA, N.A., 
  as Collateral Agent and Lender
By:  	Joseph L. Corah
Title: 	Senior Vice President

Agreed as of the date first above written:

|AMMC CDO I, LIMITED
By: American Money Management Corp.,
      as Collateral Manager
By:/s/ Chester M. EngTitle:  Senior Vice President                                                  | AMMC CDO II LIMITED
By:  American Money Management Corp.,
       as Collateral Manager
By:/s/ Chester M. EngTitle:  Senior Vice President                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|AMMC CDO III LIMITED
By:  American Money Management Corp.,
       as Collateral Manager
By:/s/ Chester M. EngTitle:  Senior Vice President                                               | BALLANTYNE FUNDING LLC
By:  /s/ Meredith J. Koslick
Title:    Assistant Vice President                                                                                                    
|BEAR STEARNS INVESTMENT PRODUCTS INC.
By:  /s/ Jonathan Weiss
Title:    Authorized Signatory                                                                                             | BLACK DIAMOND CLO 1998-1 LTD.
By:/s/ Alan CorkishTitle:  Director                                                                                                                         
|BLACK DIAMOND CLO 2000-1 LTD.
By:/s/ Alan CorkishTitle:  Director                                                                                                                        | BLACK DIAMOND CLO 2005-2
By: /s/ Wendy Ebanks
Title:   Director                                                                                                                           
|BLACK DIAMOND INTERNATIONAL FUNDING LTD.
By:  /s/ Alan Corkish
Title:    Director                                                                                                        | BNP PARIBAS OSLO BRANCH
By:  /s/ Paul-Francois Gauvin
Title:   Managing Director                                                                                                          
|CANADIAN IMPERIAL BANK OF COMMERCE
By:  /s/ Charles Henry
Title:    Managing Director
By:  /s/ John O'Dowd
            Executive Director                                                | CLASSIC CAYMAN B.D. LIMITED
By:  /s/ Janet Wolff
Title:    Authorized Signatory
By:  /s/ John Fitzgerald
Title:   Authorized Signatory                                                    
|DENALI CAPITAL LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO I, LTD., or an affiliate
By:  /s/ David Killian
Title:    Chief Financial Officer   | DENALI CAPITAL LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO II, LTD., or an affiliate
By:  /s/ David Killian
Title:    Chief Financial Officer   
|DENALI CAPITAL LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO III, LTD., or an affiliate
By:  /s/ David Killian
Title:    Chief Financial Officer | DNB NOR BANK ASA
By:  /s/ Philip F. Kurpiewski
Title:    Senior Vice President
By:  /s/ Henrik Asland
Title:   Senior Vice President                                                      
|EMERALD ORCHARD LIMITED
By:  /s/ John Hall
Title:    Senior Manager                                                                                                                      | FIRST TRUST/HIGHLAND CAPITAL FLOATING RATE INCOME FUND
By:  Highland Capital Management, L.P.,
its Investment Sub-Advisor
By:  /s/ Todd Travers
Title:     Senior Portfolio Manager       
|FLAGSHIP CLO 2001-1
by Flagship Capital Management, Inc.
By: /s/ Eric S. Meyer
Title:   Director                                                                                         | FLAGSHIP CLO II
by Flagship Capital Management, Inc.
By: /s/ Eric S. Meyer
Title:   Director                                                                                              
|HIGHLAND FLOATING RATE ADVANTAGE FUND
By:  Highland Capital Management, L.P.,
its Investment Advisor
By:  /s/ Todd Travers
Title:    Senior Portfolio Manager                            | HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY
By:  Highland Capital Management, L.P.,
its Investment Advisor
By:  /s/ Todd Travers
Title:    Senior Portfolio Manager                  
|HIGHLAND LOAN FUNDING V, LTD.
By:  Highland Capital Management, L.P.,
as Collateral Manager
By:  /s/ Todd Travers
Title:    Senior Portfolio Manager                                     | LOAN FUNDING IV, LLC
By:  Highland Capital Management, L.P.,
as Portfolio Manager
By:  /s/ Todd Travers
Title:    Senior Portfolio Manager                                                
|LOAN FUNDING VII LLC
By:  Highland Capital Management, L.P.,
as Collateral Manager
By:  /s/ Todd Travers
Title:    Senior Portfolio Manager                                              | LOAN STAR STATE TRUST
By its Investment Manager,
Highland Capital Management, L.P.,
By its General Partner, Strand Advisors, Inc.
By:  /s/ Todd Travers
Title:    Senior Portfolio Manager
|NATIONAL CITY BANK
By:  /s/ Michael A. MooseTitle:    Assistant vice President                                                                                                           | PAMCO CAYMAN, LTD.
By:  Highland Capital Management, L.P.
as Collateral Manager
By:  /s/ Todd Travers
Title:    Senior Portfolio Manager                                                  
|PIONEER FLOATING RATE TRUST
By:  Highland Capital Management, L.P.,
its Sub-Advisor
By:  /s/ Todd Travers
Title:    Senior Portfolio Manager                                             | PROTECTIVE LIFE INSURANCE COMPANY
By:  /s/ Philip Passafiume
Title:    VP Investments                                                                                                     
|SEABOARD CLO 2000 LTD.
APEX (IDM) CDO I, LTD.
By:  Babson Capital Management LLC as Collateral Manager
By:  /s/ Marcus G. Sowelll
Title:    Managing Director                            | SMOKY RIVER CDO, L.P.,
By RBC Leveraged Capital as Portfolio Advisor
By:  /s/ Melissa MaranoTitle:    Authorized Signatory                                                                
|SPIRET IV LOAN TRUST 2003-B
By:  Wilmington Trust Company
no in its individual capacity but solely as trustee
By:  /s/ Rachel L. Simpson
Title:    Financial Services Officer            | THE TRAVELERS INSURANCE COMPANY
By:  /s/ Matthew J. McInernyTitle:    Investment Banker                                                                                                   
|TRS 1 LLC
By:  /s/ Deborah O'KeeffeTitle:    Vice President                                                                                                                              | WESTLB AG, NY BRANCH
By:  /s/ David E. WagnerTitle:    Executive Director                                                                                                                 
|WIND RIVER CLO I LTD.
By:  McDonnell Investment Management, LLC,
As Manager
By:  /s/ Kathleen A. Zarn
Title:    Vice President                                                           |                                                                                                                                                                                           

CONSENT

Dated as of March 8, 2005

Each of the undersigned, as Guarantors under, as applicable, the (i) Parent Guaranty dated as of October 5, 2001, (ii) Subsidiary Guaranty dated as of October 5, 2001 or (iii) Subsidiary Guaranty dated as of December 26, 2001, in each case in favor of the Secured Parties referred to therein (collectively, the "Guaranty"), hereby consents to the foregoing Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of such Amendment, the Guaranty  is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each reference in the Guaranty to the "Credit Agreement", "thereunder", "thereof" or words of like import shall mean and be a reference to the Credit Agreement, as amended by such Amendment, and (b) each of the Collateral Documents to which such Guarantor is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations (in each case, as defined therein).

ALPHARMA OPERATING CORPORATION
By:  /s/ Robert F. Wrobel
Title:    Secretary
ALPHARMA USPD INC. 
By:  /s/ Robert F. Wrobel
Title:    Secretary

ALPHARMA U.S. INC.
By:  /s/ Robert F. Wrobel
Title:    Secretary

BARRE PARENT CORPORATION

By:  /s/ Robert F. Wrobel
Title:    Secretary

G.F. REILLY COMPANY

By:  /s/ Robert F. Wrobel
Title:    Secretary

PARMED PHARMACEUTICALS, INC.

By:  /s/ Robert F. Wrobel
Title:    Secretary

ALPHARMA EURO HOLDINGS INC.

By:  /s/ Christopher J.N. Towner
Title:    Secretary

ALPHARMA (BERMUDA) INC.

By:  /s/ Christopher J.N. Towner
Title:    Secretary

ALPHARMA USHP INC.

By:  /s/ Christopher J.N. Towner
Title:    Secretary

ALPHARMA US PHARMACEUTICAL LLC

By:  /s/ Robert F. Wrobel
Title:    Secretary

ALPHARMA ANIMAL HEALTH COMPANY

By:  /s/ Robert F. Wrobel
Title:    Secretary



MIKJAN CORPORATION

By:  /s/ Robert F. Wrobel
Title:    Secretary

ALPHARMA NW INC.

By:  /s/ Robert F. Wrobel
Title:    Secretary

NMC LABORATORIES, INC.

By:  /s/ Robert F. Wrobel
Title:    Secretary

US ORAL PHARMACEUTICALS PTY LTD

By:  /s/ Robert F. Wrobel
Title:    Secretary

ALPHARMA HOLDINGS INC.

By:  /s/ Christopher J.N. Towner
Title:    Secretary

ALPHARMA PHARMACEUTICALS INC.

By:  /s/ Christopher J.N. Towner
Title:    Secretary

POINT HOLDINGS INC.

By:  /s/ John W. LaRocca
Title:    Secretary

PUREPAC PHARMACEUTICAL HOLDINGS INC.

By:  /s/ Robert F. Wrobel
Title:    Secretary

ALPHARMA BRANDED PRODUCTS

DIVISION INC.

By:  /s/ Robert F. Wrobel
Title:    Secretary

PUREPAC PHARMACEUTICAL CO.

By:  /s/ Robert F. Wrobel
Title:    Secretary

ALPHARMA INVESTMENT INC.

By:  /s/ Robert F. Wrobel
Title:    Secretary