ALPHARMA INC. EXECUTIVE CHANGE IN CONTROL PLAN Amended and Restated

1.1

“Acquiring Company” — Has the meaning provided in the definition of Change in Control.

1.2

“Alpharma” — Alpharma Inc., a Delaware Corporation.

1.3

“Applicable Severance Multiple” is the number of months for which an Executive is entitled to payments or benefits under Section 4.2. The Applicable Severance Multiples are as follows:

1.4

“Benefit Continuation Period” -In the case of an Executive who receives a Change in Control Benefit, his Benefit Continuation Period will be equal to the number of months in an Executive’s Applicable Severance Multiple used under Section 4.2 to compute the Executive’s Change in Control Benefit.

1.5

“Benefits Committee” shall consist of the: Executive Vice President & General Counsel; Executive Vice President & Chief Financial Officer; Executive Vice President — Human Resources and Communications; and any other individual (or employee of the Acquiring Company holding substantially similar positions) appointed from time to time by the Board.

1.6

“Board” — The Board of Directors of Alpharma.

1.7

“Bonus Severance Amount” shall be equal to the Executive’s bonus or other cash incentive awards (as in effect immediately preceding the date of the Change in Control event), determined at 100% of his annual target rate, with an assumed 100% funding of any applicable bonus pool. For this purpose, such annual bonus or other award amount shall be divided by 12, in order to represent a monthly amount payable for the number of months in the Applicable Severance Multiple.

1.8

“Change in Control” shall mean: (a) The acquisition by any person, entity or “group” (“Acquiring Company”) within the meaning of Section 13(d) (3) or 14(d) (2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding, for this purpose, Alpharma or its Subsidiaries, or any employee benefit plan of Alpharma or its Subsidiaries which acquires beneficial ownership of voting securities of Alpharma) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of shares of Common Stock of Alpharma sufficient to elect a majority of directors to the Board; (b) persons who, as of September 1, 2008, constitute the Board (the

“Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director on the Board subsequent to September 1, 2008 whose election, or nomination for election by Alpharma’s stockholders, was approved by a vote of at least a majority of the directors on the Board then comprising the Incumbent Board shall be considered as though such person were a member of the Incumbent Board; (c) approval by the stockholders of Alpharma of a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of Alpharma immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, beneficially own shares sufficient to elect a majority of directors in the election of directors of the reorganized, merged or consolidated company; or (d) a liquidation or dissolution of Alpharma (other than pursuant to the United States Bankruptcy Code) or the conveyance, transfer or leasing of all or substantially all of the assets of Alpharma to any person (it being understood that a Non-Qualifying Sale shall not qualify as such a conveyance or transfer).

1.9

“Change in Control Benefits” — Has the meaning provided in Section 4.2.

1.10

“Chief Executive Officer” — Chief Executive Officer of Alpharma.

1.11

“Code” — The Internal Revenue Code of 1986, as amended. Any reference to a section in the Code shall include the regulations and other guidance issued thereunder.

1.12

“Committee” — The Compensation Committee of the Board.

1.13

“Company” — Alpharma Inc. and its US Subsidiaries and any non-US Subsidiary whose Board of Directors (or similar governing body) has adopted this plan, or any successor by merger, consolidation or sale of assets.

1.14

“Constructive Termination” — A voluntary resignation following a Change in Control and following an omission or action initiated by Alpharma, a Subsidiary or an Acquiring Company which results in (a) a material reduction in the Executive’s compensation or a material reduction in the basis upon which such Executive’s bonus or commission is determined, (b) the Executive’s relocation to a base office or site which is more than 50 miles from the location of the Executive’s office or site prior to the Change in Control, (c) the assignment of duties substantially inconsistent with, or a substantial diminution of,

the duties, responsibilities or status of the position that the Executive held prior to the Change in Control, (d) a substantial reduction in benefits, or (e) a material change in the reporting relationship which is detrimental to the Executive (including, without limitation, a detrimental change in the position to which the Executive reports but not including, without limitation, the termination or change in the person who held the position to whom the Executive reported prior to the Change in Control).

1.15

“Employee” — A full-time (a person who is regularly scheduled to work a minimum of 30 hours per week) permanent salaried or hourly employee of the Company, as determined by the Committee. An Employee shall not include any individual classified by the Company as either a temporary employee, a leased employee or an independent contractor (regardless of whether such individual is classified or retroactively reclassified as an employee of the Company by any person, entity or agency).

1.16

“Executive” — An Employee who is providing services to the Company in one of the following capacities: the Chief Executive Officer, a member of the Leadership Team, an Employee holding the title of Vice President or Director (not to be confused with a member of the Board) of the Company or its Operating Divisions, or any other individual deemed by the Committee to be an Executive.

1.17

“Executive Allowance” — The annual allowance (currently paid bi-weekly) for various fringe benefits provided to the Executive under the Company’s Executive Allowance program, as currently in effect and as amended from time to time, prior to a Change in Control (or, if higher, prior to the Executive’s Termination Date).

1.18

“Involuntary Termination of Employment” — A Termination of Employment by the Company (other than a Termination for Cause).

1.19

“Leadership Team” — Those officers of the Company that report directly to the Chief Executive Officer and such other employees who the Chief Executive Officer, in his sole discretion, determines are eligible to be classified as a member of the Leadership Team for purposes of this Plan.

1.20

“Non Qualifying Sale” — A sale of (a) the stock or assets of a Subsidiary or the assets of an Operating Division, or (b) assets of the Company; provided, however, that any sale

under either (a) or (b) that is a sale of all or substantially all of the assets or stock of the Company shall not be considered a Non Qualifying Sale.

1.21

“Operating Division” — The Company’s operating divisions, which for management or financial purposes are reported as individual business segments.

1.22

“Plan” — The Alpharma Inc. Executive Change in Control Plan, as amended from time to time.

1.23

“Salary” — An Executive’s annual base salary immediately preceding his Termination Date, or, if higher, the amount that was in effect at the time of the occurrence of a Change in Control. In the United States, Salary shall include amounts contributed on behalf of the Executive to a cafeteria plan or a cash or deferred arrangement and not includable in compensation under Section 125 or 402(e)(3) of the Code. Salary shall also include cash amounts paid to an Executive in lieu of fringe benefits, specifically including any Executive Allowance such Executive was receiving immediately preceding his termination but excluding any commuter or car/auto allowance. However, for the purpose of calculating monthly benefits payable as “Salary” under Section 4.2, the total of the amounts listed above shall be divided by 12, in order to represent a monthly amount payable for the number of months in the Applicable Severance Multiple for such Executive. Salary shall exclude the following: commissions; incentive compensation; bonuses; overtime; extended workweek premiums; cost-of-living allowances; shift premiums; other premiums; deferred compensation; payments under advisory agreements; any other special payments, fees, or allowances.

1.24

“Specified Employee” — An Employee who, as of the Employee’s Termination Date, is a key employee of the Company within the meaning of Section 416(i)(1)(A)(i), (ii), or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the 12-month period ending on a Specified Employee Identification Date. If an Employee is a key employee as of a Specified Employee Identification Date, the Employee is treated as a key employee for purposes of the Plan for the entire 12-month period beginning on the Specified Employee Effective Date.

1.25

“Specified Employee Effective Date” — The first day of the fourth month following the Specified Employee Identification Date.

1.26

“Specified Employee Identification Date” — December 31.

1.27

“Subsidiary” — Any corporation in which Alpharma owns either directly or indirectly, more than 50% of the voting stock.

1.28

“Termination Date” — The date an Executive’s active employment with the Company terminates as a result of an Involuntary Termination of Employment or the date the Committee determines there has been a Constructive Termination.

1.29

“Termination for Cause” — A Termination of Employment for reasons such as a conviction of a felony, illegal or inappropriate use of drugs or alcohol, unsatisfactory attendance, substantial and willful neglect of job duties, failure or inability to adequately perform job duties, violation of any written company policy, disclosure of confidential information regarding the Company or its operations, or the aiding or assisting of any person or entity which is competitive with the Company or its successors. The determination of whether an Executive is terminated for Cause or not for Cause shall be made by the Committee in its sole discretion and shall be final and conclusive.

1.30

“Termination of Employment” — A termination of employment with the Company for any reason other than by reason of retirement, death or disability provided that a transfer of employment to the Acquiring Company or any of its affiliates shall not be a Termination of Employment unless it constitutes a Constructive Termination.

1.31

“US Employee” — An Employee whose primary place of employment is in the United States.

1.32

“US Subsidiary” — Any Subsidiary incorporated in the United States.

1.33

“Waiver and Release” — A form of waiver and release provided by the Company which has the effect of releasing the Company, its affiliates, officers, members of the Board and employees from any and all claims, demands, causes of action, damages, expenses and liabilities, whether known or unknown, which the Executive has or may later have against the Company or its employee benefits plans, plan administrators, fiduciaries, or any other parties that may be listed in such form of waiver and release, which relate in

any way to his employment by the Company, or his separation from employment with the Company, or any other matter at the time of Termination of Employment.

2.1

Eligibility for Change in Control Benefits .

2.2

Committee Discretion . Subject to Sections 8.3 and 8.5 hereof, the Committee shall have full discretion to determine eligibility to receive benefits under this Plan. Such discretion shall be exercised in accordance with the provisions set forth herein and in a uniform and non-discriminatory fashion, and in accordance with Section 409A of the Code.

3.1

Change in Control Benefits Conditions . The following are conditions to an Executive receiving Change in Control Benefits:

(c)

To the extent that an Executive claims that Constructive Terminatio