ALPHARMA INC.
 
                AUDIT AND CORPORATE GOVERNANCE COMMITTEE CHARTER
 
                                  ORGANIZATION
 
     This charter governs the operations of the Audit and Corporate Governance
Committee. The committee shall be nominated by the Chairman of the Board and
appointed by the Board of Directors and shall comprise at least three directors,
each of whom are independent directors as that term is defined in the Alpharma
Corporate Governance Principles. All committee members shall be financially
literate, or shall become financially literate within a reasonable period of
time after appointment to the committee, and at least one member shall have
accounting or related financial management expertise necessary to be considered
a "financial expert" under the rules of the Securities and Exchange Commission.
 
                              STATEMENT OF POLICY
 
     The committee shall provide assistance to the Board of Directors in
fulfilling the Board's oversight responsibility to the stockholders, potential
stockholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the annual independent audit of the
Company's financial statements, and Corporate Governance Principles. In so
doing, it is the responsibility of the committee to maintain free and open
communications between the committee, independent auditors, and management of
the Company.
 
     In discharging its oversight role, the committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities, and personnel of the Company and the power to retain
outside counsel, or other experts for this purpose. The Company shall provide
funding necessary for the committee to retain outside counsel and experts.
 
     The committee should take the appropriate actions to set the overall
corporate "tone" for quality financial reporting, sound business risk and
corporate governance practices, and ethical behavior.
 
                         RESPONSIBILITIES AND PROCESSES
 
     The following is a general expression of the responsibilities and processes
to be employed by the committee. However, the committee believes its policies
and procedures should remain flexible in carrying out these responsibilities, in
order to react to changing conditions and circumstances.
 
  THE FINANCIAL REPORTING PROCESS
 
     It is the responsibility of the committee to oversee the Company's
financial reporting process on behalf of the Board and report the results of its
activities to the Board. Management is responsible for preparing the Company's
financial statements, and the independent auditors are responsible for auditing
those financial statements.
 
 
 
     The following shall be the principal recurring processes of the committee
in carrying out its oversight responsibilities:
 
     - The committee shall have a clear understanding with management and the
       independent auditors that the independent auditors are directly
       accountable to the committee, as representatives of the Company's
       stockholders. The committee shall be responsible for the oversight of
       work of the independent auditors, including the resolution of any
       disagreement between management and the auditors and shall have the
       direct authority and to appoint, approve the compensation for and, where
       appropriate, replace the independent auditors. The Company shall provide
       funding to the committee for the purpose of engaging and compensating the
       independent auditors. The committee shall discuss with the auditors their
       independence from management and the Company and the matters included in
       the written disclosures required by the Independence Standards Board.
       Annually, the committee shall review and recommend to the Board the
       selection of the Company's independent auditors.
 
     - The committee shall discuss with the independent auditors the overall
       scope and plans for their respective audits, including the level of fees
       paid. Also, the committee shall discuss with management and the
       independent auditors the adequacy and effectiveness of the accounting and
       financial controls, including the Company's system to monitor and manage
       business conduct guidelines. Further the committee shall meet separately
       with the independent auditors, with and without management present, to
       discuss the results of their examinations.
 
     - The committee shall review the year-end financial statements and Form
       10-K with management and the independent auditors and recommend the
       signing of the Form 10-K by the entire Board of Directors. Also, the
       committee shall discuss the results of the review and any other matters
       required to be communicated to the committee by the independent auditors
       under generally accepted auditing standards.
 
     - The committee shall review the interim financial statements with
       management and the independent auditors prior to the filing of the
       Company's Quarterly Report on Form 10-Q. Also, the committee shall
       discuss the results of the quarterly review and any other matters
       required to be communicated to the committee by the independent auditors
       under generally accepted auditing standards. The chair of the committee
       may represent the entire committee for the purposes of this review.
 
     - The Company's Board of Directors has adopted a resolution requiring the
       committee to review transactions between the Company and A. L. Industrier
       (or their respective subsidiaries) involving more than $50,000 and to
       report to the Company's Board of Directors regarding whether such
       transactions are fair to the Company. Such resolution also requires prior
       approval of the committee for any transaction with A. L. Industrier which
       involves $500,000 or more, except that prior approval of the committee is
       required for any sale or transfer of assets other than inventory sold or
       transferred in the ordinary course of business.
 
     - The Committee shall adopt procedures by which it will pre-approve all
       audit and non-audit services provided by the independent auditors.
 
 
  CORPORATE GOVERNANCE
 
     It is the responsibility of the committee to oversee corporate governance
issues relating to the Company. The following shall be the principal
responsibilities of the committee in carrying out these oversight
responsibilities:
 
     - To develop and recommend to the Board of Directors for its approval a set
       of Corporate Governance Principles. The committee shall review the
       principles on an annual basis, or more frequently if appropriate, and
       recommend changes as necessary.
 
     - The development of corporate policies and procedures necessary or
       appropriate to carry out the intent of the Corporate Governance
       Principles.
 
     - To develop and institute a procedure for the general oversight of the
       Company's Business Conduct Guidelines and the receipt, retention and
       treatment of complaints received by the Company concerning its Business
       Conduct Guidelines, accounting, internal accounting controls or auditing
       matters, including a procedure allowing employees to make such complaints
       on an anonymous basis.
 
     - To review and react to any complaints or other matters relating to
       corporate governance that come to its attention and to make appropriate
       reports to the Board of Directors.
 
                         COMMITTEE OPERATING PROCESSES
 
  MEETINGS
 
     Meetings may be called by the Chairman of the Audit and Corporate
Governance Committee by oral or written notice, and communicated to each member
not less than twenty-four hours before such meeting.
 
     Action may be taken without a meeting if all members of the committee
consent to such action and confirm such unanimous consent in writing either
prior or subsequent to the taking of such action.
 
  REPORTS
 
     The Audit and Corporate Governance Committee shall report to the Board at
its next regularly scheduled meeting on any material actions taken by the
committee. Minutes of all meetings of the committee shall be kept in the
ordinary course of business and shall be open for inspection at all times upon
the request of any member of the Board of Directors.
 
  QUORUM
 
     A majority of the committee shall constitute a quorum for the transaction
of business and an affirmative vote of the majority of the members who attend
the meeting shall be required for approval of any action.
 
  USE OF THIRD PARTY PROVIDERS
 
     The committee shall have the authority to use third party service providers
in executing its duties. The committee shall have the sole authority to approve,
retain, terminate and approve the fees and other retention terms of any such

third party service providers.