ACQUISITION AND CONSTRUCTION AGREEMENT

Exhibit 10.2 - Confidential Materials Omitted And Filed Separately With The Securities And Exchange Commission. Asterisks Denote Omissions

Final

ACQUISITION AND CONSTRUCTION AGREEMENT

THIS ACQUISITION AND CONSTRUCTION AGREEMENT (the " Agreement ") is entered into in Taizhou, China on July 3, 2007 (the " Effective Date ") between:

• • (1) Zhejiang Hisun Pharmaceutical Co., Ltd., 46 Waisha Road, Jiaojiang District, Taizhou City, Zhejiang, The Peoples Republic of China (hereinafter referred to as " Hisun "), whose legal representative is Mr Bai. Hua, who holds the position of President, and is of Chinese nationality; and

    (2) Alpharma (Taizhou) Pharmaceutical Co., Ltd., 56 Binhai Road, Jiaojiang District, Taizhou City, Zhejiang, The Peoples Republic of China (hereinafter referred to as " Alpharma "), whose legal representative is Mr. Carl-Åke Carlsson, who holds the position of Chairman of the Board, and is of Norwegian nationality.

WHEREAS, Hisun is engaged in the manufacture and sale of active pharmaceutical ingredients and has certain facilities for the production of Vancomycin;

WHEREAS, Alpharma (through its Affiliates) is engaged in the manufacture and sale of active pharmaceutical ingredients, including the manufacture and sale of Vancomycin, in the US, EU, The Peoples Republic of China as well as other markets worldwide, and wishes to expand its Vancomycin manufacturing capacity;

WHEREAS, Alpharma wishes for Hisun to cause to be constructed a new **** manufacturing facility on its premises for use by Alpharma, and Hisun is willing to cause such manufacturing facility to be constructed for the consideration set forth in this Agreement; and

WHEREAS, Hisun wishes to assign to Alpharma certain intangible assets and to lease to Alpharma certain buildings and equipment pertaining to its existing Vancomycin manufacturing facilities, and to transfer certain employees related to the production of Vancomycin to Alpharma, all as set forth in this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

1. Definitions

In this Agreement capitalized terms not defined herein shall have the meanings set forth in the Index of Terms attached as Schedule 1 to this Agreement. In addition, the following terms and expressions shall have the respective meanings set forth below:

• • 1.1 " Agreement " has the meaning specified in the preamble above.

    1.2 " Alpharma-Furnished Equipment " means that portion of the New Manufacturing Equipment purchased and supplied by Alpharma as specified in Clause 4.3.

    1.3 " Alpharma's Parent Guaranty " has the meaning specified in Clause 10.13.

    1.4 " Basket Amount " means ****.

    1.5 " Building and Engineering Related Project Costs " has the meaning specified in Clause 4.3.3.

    1.6 Cap Amount " means ****.

    1.7 " Cost of the Hisun-Furnished Equipment " has the meaning specified in Clause 4.3.1.

    1.8 " Disclosure Schedule " has the meaning specified in Clause 11.1.

    1.9 " Due Diligence Documentation " has the meaning specified in Clause 11.2.

    1.10 " Hisun's Bank Account " means Account bank: ****.

    1.11 " Hisun-Furnished Equipment " has the meaning specified in Clause 4.3.1.

    1.12 " Improved Manufacturing Process " has the meaning specified in Clause 4.2.3.

    1.13 " Installation Qualification " has the meaning specified in Annex 15 to the EU Guide to Good Manufacturing Practice (EUDRALEX Volume 4).

    1.14 " Losses " has the meaning specified in Clause 11.5.

    1.15 " New Facility Building " means **** as specified in the site map and building plan included under Appendix 1 to the Lease Agreement, which shall be constructed by Hisun under this Agreement and leased to Alpharma under the Lease Agreement.

    1.16 " New Manufacturing Equipment " means the equipment and machinery to be installed and delivered by Hisun in the New Facility Building (including the Alpharma-Furnished Equipment") according to this Agreement.

    1.17 " Operational Qualification " has the meaning specified in Annex 15 to the EU Guide to Good Manufacturing Practice (EUDRALEX Volume 4).

    1.18 " Performance Qualification " has the meaning specified in Annex 15 to the EU Guide to Good Manufacturing Practice (EUDRALEX Volume 4).

    1.19 " Process Validation " has the meaning specified in Annex 15 to the EU Guide to Good Manufacturing Practice (EUDRALEX Volume 4).

    1.20 " Purchase Price " has the meaning specified in Clause 8.

    1.21. " Schedule " means any of the schedules to this Agreement.

    1.22 " Terminating Employees " has the meaning specified in Clause 3.1.

2. Sale Assets

• • 2.1 On the terms and subject to the conditions set out herein, Hisun shall sell and Alpharma shall purchase, the Sale Assets (as defined below) with effect as of the Effective Date.

    2.2 Other than the Leased Property and the Excluded Purification and Final Handling Assets, the Sale Assets shall collectively comprise all assets that are part of the Business, including all assets that are necessary and sufficient for the continued operation of the Business as a going concern to such extent and in such manner as Hisun has carried out the Business prior to the Effective Date. The Sale Assets shall include - but are not limited to - the following:

    • • 2.2.1 all rights under the Business Agreements, including but not limited to the agreements listed in Schedule 2 ;

        2.2.2 all intangible assets and intellectual property rights of the Business, including know-how and trade secrets related to the processes for manufacturing Vancomycin (including also any rights to the Improved Manufacturing Process), including purification and final handling, including but not limited to the assets and intellectual property rights listed in Schedule 3 ;

        2.2.3 all rights to any Regulatory Documents prepared and/or filed by Hisun or its Affiliates pertaining to the Business and any approvals and permits from Governmental Agencies, including but not limited to the Regulatory Documents, approvals and permits listed in Schedule 4 ;

        2.2.4 all goodwill of the Business, and

        2.2.5 all documentation concerning the Business, such as bookkeeping records, correspondence files and other documentation, client and candidate files/databases and other relevant files/databases (to be provided both in hard copy and in an electronic form applicable to Alpharma).

    2.3 The Sale Assets shall not include any liabilities or obligations.

3. Employees

• • 3.1 In addition to transferring the Sale Assets and leasing the Leased Property, Hisun will terminate the employees of Hisun related to the Business who are listed in Schedule 6 , which employees will be requested to enter into employment agreements with Alpharma (the " Terminating Employees "). ****. Thereafter, Alpharma shall be responsible for all compensation and benefits (including future termination payments unless otherwise agreed) payable to such Terminating Employees. Except for the Terminating Employees who enter into employment agreements with Alpharma, no employees of Hisun will become employees of Alpharma as part of the sale of the Business. In case any of the Terminating Employees or any relevant authority or entity in The Peoples Republic of China (including but not limited to tax and labor authorities, social welfare funds, insurance companies) makes any claim against Alpharma other than a claim stemming from the period subsequent to the Effective Date, Hisun shall defend and hold harmless Alpharma in all respects and without any limitation. Alpharma shall not be liable to Hisun for any outstanding claims that Hisun has with respect to Terminating Employees by operation of law or the provisions of the labor agreements between Hisun and Terminating Employees.

4. Construction of New Facility

• • 4.1 Hisun will at its own cost and in accordance with this Agreement cause the New Facility to be constructed and delivered.

    4.2 Hisun warrants and undertakes that:

    • • 4.2.1 The New Facility will comply with the design and other requirements set out in Schedule 7 ;

        4.2.2 The New Facility will ****;

        4.2.3 The New Facility will be based on and comply with the improved manufacturing process described in Schedule 8 (the " Improved Manufacturing Process ").

        4.2.4 The design and construction of the New Facility will be in compliance with all material and applicable Chinese laws and regulations including without limitation Environmental, Health and Safety Laws;

        4.2.5 The New Facility will produce Product that meets all USP/EP requirements necessary in order to obtain approvals to sell and market the Product in the US and EU;

        4.2.6 The New Facility will be in compliance with all regulatory requirements from the FDA and EU regulatory authorities; and

        4.2.7 Hisun will perform its obligations under this Agreement by appropriately experienced, qualified and trained personnel and all reasonable skill, care and diligence, including good engineering practice.

    4.3 Hisun is responsible for the provision of the basic facility, certain identified equipment for use in the New Facility and the transfer to Alpharma of certain manufacturing technology, which manufacturing technology is comprised in the Sale Assets. The Parties obligations in this regard are further specified in Clause 4.3.1 - 4.3.4 below in respect of equipment and certain other expenses required for the New Facility:

    • • 4.3.1 Hisun has purchased certain of the equipment before the Effective Date as specified in Schedule 9A (the " Hisun-Furnished Equipment "). ****. The Hisun-Furnished Equipment, including title and ownership thereto, shall be included in the Sale Assets conveyed to Alpharma pursuant to this Agreement. Hisun shall provide to Alpharma all relevant documentation for the purchase of the Hisun-Furnished Equipment, including purchase orders and invoices and all documentation received from the respective suppliers.

        4.3.2 Alpharma will pay all amounts necessary (without any contribution from Hisun) in connection with the purchase of all equipment for the New Facility which is not Hisun-Furnished Equipment, **** both equipment which is to be imported from outside The People's Republic of China, and equipment which is to be purchased domestically (the " Alpharma-Furnished Equipment "). The Alpharma-Furnished Equipment will be imported or purchased domestically by Alpharma and the price of such equipment will be paid by Alpharma directly to the supplier provided, however, that Hisun at the request of Alpharma will assist Alpharma with facilitating the import or the domestic purchase of the Alpharma-Furnished Equipment as well as handling all practical issues in this respect, including customs clearance of the equipment, receipt of the equipment, examination of the equipment upon receipt, and complaints or disputes with the suppliers. Alpharma will reimburse Hisun its documented out-of-pocket expenses directly related to Hisun's assistance with facilitating the import of the Alpharma-Furnished Equipment. Nothing herein shall entitle Hisun to purchase or enter into agreements related to purchase of Alpharma-Purchased Equipment on Alpharma's behalf without Alpharma's express prior written approval. All purchase orders and agreements related to purchase of Alpharma-Furnished Equipment shall be subject to Alpharma's prior written approval. Alpharma shall be entitled to establish a written procedure for purchase of Alpharma-Furnished Equipment which Hisun hereby agrees to adhere to. The Hisun warranties contained in Clause 7 of the Agreement shall not apply to the Alpharma-Furnished Equipment.

        4.3.3 **** (together the " Building and Engineering Related Project Costs ") shall be paid directly by Alpharma. To the extent Alpharma requests that Hisun perform any of the services represented by the Building and Engineering Related Project Costs, Hisun shall perform such services at its cost in compliance with all of the representations, warranties and requirements of the Agreement on the applicable project time schedule. Alpharma shall reimburse Hisun, at Hisun's cost price, for all work done pursuant to the preceding sentence within 30 days after Hisun's completion of the performance of each such requested service provided that (a) Hisun shall use its reasonable commercial efforts so that the total of such costs for each of the services being performed by Hisun will not exceed the estimates set forth above and ****.

        4.3.4 Alpharma shall pay Hisun **** for the manufacturing technology to be transferred to it pursuant to this Agreement (which is included in the Sale Assets) and a project administrative fee of ****. The Hisun intellectual property indemnification contained in Clause 13 of the Agreement shall only apply to the intellectual property being transferred by Hisun.

5. Approval of detailed design; Changes

• • • • 5.1 The Parties acknowledge that this Agreement and the Schedules only set out the overall specifications for the design and construction for the New Facility. The detailed specification for the design and construction will be prepared by Hisun in accordance with the time frame and milestones set out in Schedule 10 . The detailed design and construction shall also include an agreement concerning quality and commissioning for the New Facility. The detailed design and construction shall be subject to Alpharma's written approval, which written approval shall be exercised consistent with the time frame and milestones set out in Schedule 10 .

        5.2 Any changes to the design and construction of the New Facility shall be approved in writing by Alpharma.

        5.3 Alpharma shall be entitled to request changes to the design and construction of the New Facility in connection with the approval of the detailed design and construction or subsequently. Such changes shall not be subject to additional payment except to the extent that (i) Hisun shows that the requested change is not necessary in order to achieve compliance by Hisun with its warranties set forth in Clause 4.2 above and (ii) the change will result in extra costs being incurred by Hisun. If Hisun believes that a change to the design or construction of the New Facility requested by Alpharma is subject to additional payment according to the foregoing, Hisun shall inform Alpharma in writing as soon as possible and no later than 14 (fourteen) calendar days after Alpharma has requested the change. Alpharma shall then have the option of confirming or canceling the requested change. Should Alpharma confirm the change, any actual increased costs may be charged by Hisun and shall be paid by Alpharma only to the extent that Hisun can establish such increased cost has been incurred due to the requested change.

        5.4 Review and approval of the design or construction documents by Alpharma will not release Hisun from its liability for the New Facility's compliance with the agreed requirements. If Hisun believes that a change requested by Alpharma according to Clause 5.3 will result in the New Facility not meeting one or more of the agreed requirements, Hisun shall notify Alpharma before the change is implemented and if possible propose alternative ways to achieve the objective of the requested change.

6. Time Frame; Delivery

• • 6.1 Hisun will use commercially reasonable efforts to complete the construction of the New Facility in accordance with the milestones set out in Schedule 10 and successfully deliver, according to Clause 6.2, the New Facility ****. The time frame and milestones may be amended by mutual written agreement of the Parties.

    6.2 The delivery of the New Facility shall involve delivery tests to be performed by Hisun which shall show that the New Facility is in compliance with the design and other requirements (including without limitation the agreement concerning quality and commissioning for the New Facility referred to in Clause 5.1) and is without defects. The content and requirements for these tests will be agreed between the Parties in due course before the completion of the New Facility and based on the following:

    • • 6.2.1 Hisun shall perform Installation Qualification and Operati