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Alpharma Inc.
Registration Rights Agreement
This Registration Rights Agreement dated as of October 12, 2007
(this " Agreement "), is entered into between Alpharma Inc.,
a Delaware corporation (the " Company "), IDEA AG, a German
aktiengesellschaft (" IDEA ", and the initial "
Stockholder "), and any Stockholders who become parties
hereto pursuant to Section 2.
RECITALS
WHEREAS, the Company has, on the date hereof, issued to IDEA two
Warrants (the " Warrants ") exercisable, on the terms set
forth therein, for shares of the Company's Class A Common Stock,
par value $0.20 per share (the " Common Stock ");
WHEREAS, the Company has agreed to file a registration statement
under the Securities Act of 1933, as amended (the " Securities
Act "), covering the resale by the Stockholders of the Common
Stock issuable upon exercise of the Warrants (the " Warrant
Shares ").
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained in this Agreement, the parties hereto agree as
follows:
1. Registration Rights
1.1 Registration . The Company shall file with the U.S.
Securities and Exchange Commission (the " SEC "), within 10
days following the Approval Date (as defined in the Warrants), a
registration statement under the Securities Act covering the resale
by the Stockholders of the Warrant Shares (the " Registration
Statement "); provided , however , that the
Company shall not be required to file the Registration Statement if
the Approval Date occurs on or after the date on which the sale of
all of the Warrant Shares without volume limitation pursuant to
Rule 144 under the Securities Act (as such rule may be amended) is
permitted or would have been permitted if the holders of the
Warrants had acquired their Warrant Shares by exercise of the
Warrants pursuant to section 2(b) thereof. If the Registration
Statement is not an "automatic shelf registration statement"
pursuant to General Instruction D to Form S-3, the Company shall
use its reasonable best efforts to cause the Registration Statement
to be declared effective by the SEC as soon as reasonably
practicable. The Company shall cause the Registration Statement to
remain effective until the earlier of (i) the date on which the
sale of all of the Warrant Shares without volume limitation
pursuant to Rule 144 under the Securities Act (as such rule may be
amended) is permitted or would have been permitted if the holders
of the Warrants had acquired their Warrant Shares by exercise of
the Warrants pursuant to section 2(b) thereof and (ii) the date on
which all of the Warrant Shares have been sold (such earlier date,
the " Termination Date ").
1.2 Limitations on Registration; Resales to the Public
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(a) The Company may, by written notice to the Stockholders,
(i) delay the filing or effectiveness of the Registration
Statement or (ii) require that the Stockholders immediately
cease sales of Warrant Shares pursuant to the Registration
Statement after its effectiveness, in the event that (A) the
Company intends to file a registration statement (other than a
registration statement on Form S-8 or its successor form) with the
SEC for a public offering of its securities; (B) the Company is
engaged in any activity or transaction or preparations or
negotiations for any activity or transaction that the Company
desires to keep confidential for business reasons, if the Company
determines in good faith that the public disclosure requirements
imposed on the Company under the Securities Act in connection with
the Registration Statement would require disclosure of such
activity, transaction, preparations or negotiations; (C) the
Company becomes aware of the existence of a material misstatement
or omission in the Registration Statement; or (D) the Company
determines in good faith that the filing of, or continuation of
sales under, the Registration Statement would adversely affect the
Company.
(b) If the Company delays the filing of the Registration
Statement pursuant to Section 1.2(a), the Company shall, as
promptly as practicable following the termination of the
circumstance which entitled the Company to do so, file the
Registration Statement. If the Company requires the Stockholders to
cease sales of Warrant Shares pursuant to Section 1.2(a), the
Company shall, as promptly as practicable following the termination
of the circumstance which entitled the Company to do so, give
written notice to the Stockholders authorizing it to resume sales
of Warrant Shares pursuant to the Registration Statement. If as a
result thereof the prospectus included in the Registration
Statement has been amended to comply with the requirements of the
Securities Act, the Company shall enclose such revised prospectus
with the notice to the Stockholders given pursuant to this Section
1.2(b), and the Stockholders shall make no offers or sales of
Warrant Shares pursuant to the Registration Statement other than by
means of such revised prospectus.
(c) The Company shall have the right to delay the filing or
effectiveness of the Registration Statement and require that the
Stockholders cease sales of Warrant Shares pursuant to the
Registration Statement in accordance with this Section 1.2 for not
more than an aggregate of 60 days in any 365-day period.
1.3 Registration Procedures .
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(a) If the Company is required to file the Registration
Statement, the Company shall use its reasonable best efforts
to:
(i) prepare and file with the SEC any amendments and supplements
to the Registration Statement and the prospectus included therein,
as amended or supplemented by an amendment or prospectus
supplement, including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by reference
in such prospectus (the "Prospectus"), as may be necessary to
comply with the provisions of the Securities Act (including the
anti-fraud provisions thereof) and to keep the Registration
Statement effective until the Termination Date;
(ii) furnish to each Stockholder such reasonable numbers of
copies of the Prospectus, including any preliminary Prospectus, in
conformity with the requirements of the Securities Act, and such
other documents as such Stockholder may reasonably request in order
to facilitate the public sale or other disposition of the Warrant
Shares owned by such Stockholder;
(iii) register or qualify the Warrant Shares covered by the
Registration Statement under the securities or Blue Sky laws of
such states (in the United States) as any Stockholder shall
reasonably request, and do any and all other related acts and
things that may be reasonably necessary or desirable to enable each
Stockholder to consummate the public sale or other disposition in
such states of the Warrant Shares owned by such Stockholder and
covered by the Registration Statement; provided ,
however , that the Company shall not be required in
connection with this paragraph (iii) to qualify as a foreign
corporation or execute a general consent to service of process in
any jurisdiction;
(iv) cause all Warrant Shares to be listed on the New York Stock
Exchange; and
(v) notify each Stockholder as soon as reasonably practicable of
the filing of any supplement to any Prospectus.
(b) If the Company has delivered a preliminary or final
Prospectus to the Stockholders, and after having done so such
Prospectus is required to be amended or supplemented to comply with
the requirements of the Securities Act, the Company shall promptly
notify the Stockholders of such fact and, if requested by the
Company, the Stockholders shall immediately cease making offers or
sales of shares under the Registration Statement, and return all
Prospectuses to the Company. Subject to Section 1.2, the Company
shall promptly provide the Stockholders with revised or
supplemented Prospectuses and, following receipt of the revised or
supplemented Prospectuses, the Stockholders shall be free to resume
making offers and sales under the Registration Statement.
(c) If Stockholders holding a majority of the unsold Warrant
Shares notify the Company in writing that they wish to offer and
sell all of their unsold Warrant Shares through an Underwritten
Offering (as defined below), and such Warrant Shares to be sold
through an Underwritten Offering have a Fair Market Value (as
defined below) as of the date of such notice to the Company of at
least $20,000,000, then the Company shall use its reasonable best
efforts to amend or supplement the Registration Statement and
Prospectus for such purpose. Stockholders holding a majority of the
unsold Warrant Shares shall have the right to select the managing
underwriter or underwriters for such Underwritten Offering (subject
to the consent of the Company, which consent shall not be
unreasonably withheld, conditioned or delayed), by written notice
to the Company. There shall be no more than one Underwritten
Offering pursuant to the Registration Statement. As used in this
Agreement, an " Underwritten Offering " means a public
distribution of Warrant Shares pursuant to the Registration
Statement, in which the Warrant Shares are sold by Stockholders to
an underwriter or underwriters for reoffering to the public.
1.4 Expenses . The Company will pay all reasonable
expenses incurred by it in complying with its obligations under
this Agreement, including all registration and filing fees,
exchange listing fees, fees and expenses of counsel for the
Company, fees and expenses of accountants for the Company, expenses
incident to any required filing with the National Association of
Secur
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