VARIATION AGREEMENT Dated 2002 PARTIES ALPHARMA INC. ORAL PHARMACEUTICALS ACQUISITION CORP. MAYNE NICKLESS LIMITED ACN 004 073 410 MAYNE HEALTH LOGISTICS PTY LIMITED ACN 097 064 894

VARIATION AGREEMENT

Dated 2002

PARTIES

ALPHARMA INC.

ORAL PHARMACEUTICALS ACQUISITION CORP.

MAYNE XXXXXXXX LIMITED

ACN 004 073 410

MAYNE HEALTH LOGISTICS PTY LIMITED

ACN 097 064 894

TABLE OF CONTENTS

1. Definitions *

2. Variation of Put and Call Agreement in relation to BidCo Sub *

3. Variation of Put and Call Agreement in relation to SARS *

4. Variation of Put and Call Agreement in relation to SARS *

THIS VARIATION AGREEMENT is made the 6th day of December, 2001

BETWEEN Alpharma Inc. of Xxx Xxxxxxxxx Xxxxx, Xxxx Xxx, Xxx Xxxxxx, Xxxxxx Xxxxxx of America, 07024 ("Alpharma")

AND Oral Pharmaceuticals Acquisition Corp. of Xxx Xxxxxxxxx Xxxxx, Xxxx Xxx, Xxx Xxxxxx, Xxxxxx Xxxxxx of America, 07024 ("PartnerCo")

AND Mayne Xxxxxxxx Limited ACN 004 073 410 of Xxxxx 00, 000 Xx Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxx ("Mayne")

AND Mayne Health Logistics Pty Limited ACN 097 064 894 of Xxxxx 00, 000 Xx Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxx ("BidCo")

INTRODUCTION

The parties to this Variation Agreement agree to vary the Put and Call Agreement in accordance with the terms of this Variation Agreement.

IT IS AGREED

1. Definitions
1. In this Variation Agreement (unless the context requires otherwise):
1. "Put and Call Agreement" means the put and call option agreement entered into on 12 July 2001 by Alpharma, PartnerCo, Mayne and BidCo under which PartnerCo grants to Mayne a put option over shares in BidCo and BidCo grants to PartnerCo a call option to purchase shares in Faulding Holdings, Inc. and its subsidiaries and certain other oral pharmaceutical assets owned by XX Xxxxxxxx & Co Limited and its subsidiaries on the terms and conditions therein appearing (as amended).
2. "Variation Agreement" means this document.
2. Variation of Put and Call Agreement in relation to BidCo Sub
1. On and from the date of this Variation Agreement the Put and Call Agreement is amended as follows:
1. in clause 1.1, after the words ""BidCo Shares" means all of the shares in the capital of BidCo on issue at the time of the exercise of the Put Option" insert the words "BidCo Sub" means Purepac Australia (No.2) Pty Limited ACN 000 000 000, a wholly owned subsidiary of BidCo.";
2. in clause 3.4(1)(c) replace the word "BidCo" with the words "BidCo Sub" where it first appears;
3. in clause 3.10 at the end of the clause insert the words "Forthwith after November 30, 2001, Mayne shall make an election to treat BidCo Sub as a disregarded entity for United State Federal Income Tax purposes, and Mayne otherwise shall cause BidCo Sub to be so treated at all times through and including the exercise of, as the case may be, the Put Option or the Call Option."
4. in clause 8.1(a) insert the words ", BidCo Sub" before the words "and other assets constituting the Oral Pharmaceutical Business";.
5. in clause 8.1(c) insert the words "and BidCo Sub" after the words "shares of US HoldingCo";
6. in clause 8.2(1):
1. insert the words ", BidCo Sub" before the words "and BidCo against"; and
2. insert the words "or BidCo Sub" before the words ", the facts or circumstances"; and
7. in clause 8.4(1)(b) insert the words "or BidCo Sub" after the words "imposed on BidCo".
3. Variation of Put and Call Agreement in relation to SARS
1. On and from the date of this Variation Agreement the Put and Call Agreement is amended by deleting clause 6.3(8).
4. Variation of Put and Call Agreement in relation to Transfer of US Injectables Companies
1. On and from the date of this Variation Agreement the Put and Call Agreement is amended as follows:
1. by replacing "US$659 million" in clause 3.2 with "US$664,187,165";
2. by replacing the first paragraph of clause 6.2(1) with the following:
3. "On the exercise of the Put Option by Mayne and concurrently with the closing of the sale of the BidCo Shares pursuant to the exercise of the Put Option, US$659 million of the purchase price payable by BidCo pursuant to clause 3.2, such purchase price adjusted pursuant to clause 3.4(1)(b) and (c), shall be provided to BidCo in immediately available funds as follows:"

SIGNED as an agreement.

EXECUTED by ALPHARMA INC. by its attorney:	) )
Name: XXXXXX XXXXXX Title:

EXECUTED by oral pharmaceuticalS acquisition corp. by its attorney:	) ) )
Name: XXXXXX XXXXXX Title:

EXECUTED by MAYNE XXXXXXXX LIMITED ACN 004 073 410 by or in the presence of:	) ) )
Signature of Director		Signature of Secretary/other Director
XXXXX XXXX XXXXXXX		XXXX XXXXXXX XXXXXXXXX
Name of Director in full		Name of Secretary/other Director in full

EXECUTED by MAYNE HEALTH LOGISTICS PTY LIMITED ACN 097 064 894 by or in the presence of:	) ) )
Signature of Director		Signature of Secretary/other Director
XXXXX XXXXXXX XXXXXXX		XXXX XXXXXXX XXXXXXXXX
Name of Director in full		Name of Secretary/other Director in full