Approved By: Board of Directors

Approval Date: December 4, 2007













Any violations of these Guidelines must be reported to the individual designated within the relevant paragraph of these Guidelines or, if there is no specific designation, to your immediate supervisor or the Chief Legal Officer.  Alternatively, you may make any such report, on a name-given or an anonymous basis if you prefer, to the Alpharma Employee Compliance Forum on the MyAlpharma intranet, or to or by dialing the toll-free number set forth under the heading of “Administration” at the end of these Guidelines.



A Letter from the Chief Executive Officer


Through the years, we have built our business on the basis of trust and honesty.  Those values are at the center of our drive to be a market leader in every aspect of our business-including our business conduct and ethics.


The attached Alpharma Business Conduct Guidelines, which have been approved by our Board of Directors, contain principles and standards to guide our business behavior throughout the world. 


Irrespective of any other changes in our business, Alpharma expects each of us to make a personal commitment to practice the highest standards of business conduct.  These Guidelines will guide us in our commitment.  It is up to each of us to ensure that our business relationships - with each other, our customers, suppliers, competitors, shareholders and others we contact on behalf of Alpharma - reflect integrity, honesty and respect for those parties.  Our individual actions should convey the spirit and intent of these Guidelines.


The “do’s and don’ts” set forth in this booklet are not intended to be all encompassing.  There will undoubtedly be occasions where you will need interpretive advice.  In such instances, you should raise your questions with Alpharma’s Chief Legal Officer or another member of the Legal Department or contact the Alpharma Employee Compliance Forum.


Alpharma’s drive for excellence begins and ends with a commitment to ethical conduct and compliance with law.  With your support we know that the Company’s reputation of integrity and fair dealing will continue to be a source of pride for all of us.


Best regards,


Dean Mitchell

President and Chief Executive Officer







These Business Conduct Guidelines (the “Guidelines”) are designed to help all Alpharma employees and Directors of the Board (“Directors”) make the right choices when confronted with difficult situations.  The intention is to remind each employee and Director of his or her legal and ethical obligations that are in many ways merely an expression of good judgment and common sense.


The Guidelines apply to every employee and Director of Alpharma worldwide and may be furnished to others performing services for Alpharma. 


The continued success of Alpharma depends on preserving the goodwill of our employees, Directors, customers, suppliers, shareholders, and the communities in which we do business.  To protect this goodwill, each employee and Director representing Alpharma must not only conduct all business dealings in compliance with the law, but with the highest level of integrity and ethics.  By doing so we will have pride in ourselves and Alpharma.  You must never let any misguided sense of corporate loyalty lead you to disobey the laws of those countries in which we operate.  Business decisions must not be influenced by business or personal interests that you may have with third parties or by unauthorized concessions or payments to or from third parties.


No written policy can definitively set forth the appropriate action for all business situations.  Accordingly, rather than a set of specific rules, these Guidelines, in conjunction with our Vision and Values, emphasize a standard of ethical conduct that must permeate all of our business dealings and relationships. 


These Guidelines provide for a variety of business situations.  They do not try to anticipate every ethical dilemma you may encounter.  Alpharma is relying on you to use common sense and good judgment.  When faced with a difficult ethical decision, you may find it helpful to ask yourself certain basic questions such as:


·         Am I compromising my own personal ethics in any way?

·         Is there an ethical way to achieve the same result?

·         How would I feel if my colleagues were taking the same action?

·         Would I like to see my action become a general industry practice?

·         How would I feel if my actions were to be made publicly known, e.g. reported in the newspaper?

·         Would Alpharma lose customers or shareholders if they knew employees or Directors did this?

·         Would I be comfortable explaining my action to my colleagues? My spouse? My children? My parents?


To assist Alpharma in meeting this challenge, you are asked to read, understand, and follow these Guidelines.  You should also note that more detailed policies have been adopted to further interpret certain of these Guidelines.  These policies, which are located on the MyAlpharma intranet, must also be read, understood and followed.  When necessary, it is your obligation to obtain interpretive assistance with respect to the matters covered by these Guidelines or the underlying policies from Alpharma’s Chief Legal Officer, another member of the Legal Department or by contacting the Alpharma Employee Compliance Forum.



Alpharma expects you to comply with all provisions of these Guidelines. You should seek the advice of Alpharma’s Chief Legal Officer or another member of the Legal Department before you act on any ambiguous or unclear situation or for any additional guidance with respect to these Guidelines.


You should assume that Alpharma’s interest always requires strict adherence to these Guidelines, and all applicable laws and regulations.  Moreover, no Alpharma employee or Director has any authority to give any order or direction that would result in a violation of these Guidelines or any applicable law or regulation.


You are required to report any violation of these Guidelines or of any law to your immediate supervisor, the Chief Legal Officer or any other member of the Legal Department. 


Alternatively, you may make any such report, on a name-given or an anonymous basis if you prefer, to the Alpharma Employee Compliance Forum.  You can contact the Forum with Guidelines questions, concerns or violations in any one of three ways: (i) on the MyAlpharma intranet, (ii) at or (iii) in the United States toll-free at 1-866-493-1851 or internationally toll-free by dialing the country-specific code listed below.  If you dial in internationally, you will either be connected to the Compliance Forum directly, or you will be prompted by the operator to dial an additional number. If prompted, please dial 866-737-6850.


































10-800-712-1239 (Northern)

10-800-120-1239 (Southern)

























Hong Kong


United Arab Emirates





United Kingdom








*  At prompt, enter 971-250-0079; after tone or voice prompt, enter 927 082 8462 6068.  If asked for PIN number, enter 6068.


All reports to the Forum will be directed to the Chairman of the Audit Committee of the Board of Directors and the Chief Legal Officer for appropriate investigation and resolution.  Should a supervisor or other manager be informed of a violation of, or concern under, these Guidelines, he or she should report it immediately to Alpharma’s Chief Legal Officer.  The Chief Legal Officer shall inform the Chief Executive Officer of any reports made to him under these Guidelines.


No business transaction or other activity that violates this Code will be accepted.  Failure to comply with the provisions of these Guidelines may result in serious damage to Alpharma’s reputation and business interests and a non-complying employee or Director may receive individual discipline, up to and including discharge, as may be appropriate.  There will be no acts of retaliation taken against any employee who reports in good faith a violation of these Guidelines.




1.      Compliance with Laws. It is Alpharma's intention to comply with all laws applicable to the conduct of its business.  Thus, you should not take any action, or fail to take any action, that you know, or should know, will cause Alpharma to violate any applicable law.


Since Alpharma does business in a number of countries, the applicable laws may be different for different locations or different transactions. Except to the extent certain laws are, by their terms, applicable to Alpharma’s worldwide activities (see, for example, paragraph 13), it is our intent to apply the individual laws of each country in which we operate to our activities in that country.


The sections that follow provide guidance with respect to certain areas of the law that have particular importance to Alpharma's business activities.  It should be understood, however, that the special emphasis placed on these aspects of Alpharma's business does not in any way limit the general requirement that you comply with all applicable laws and regulations.


It is the responsibility of each employee and Director to take reasonable steps to ascertain, and cause the Company to comply with, any legal requirements applicable to a specific transaction that are more stringent than these Guidelines.


In the event of a question regarding the interpretation of any laws as they relate to our products, you should contact the Chief Legal Officer. 


2.      Food and Drug Laws. There are many laws that regulate the safety and quality of the Company’s products.  In addition, these laws require that pharmaceutical products be effective for their intended uses. To achieve these objectives, these laws impose strict requirements on the manufacture, labeling, sale and, in some cases, the promotion of the Company’s products


3.  Competition Laws. Competition or antitrust laws are intended to preserve competition by prohibiting actions that could unreasonably restrain the functioning of a free and competitive marketplace.  Although the laws vary in some respects from country to country, in both the United States and the EU, agreements and actions commonly found to be clear legal violations include understandings between or among competitors to fix or control their prices; to boycott specified suppliers or customers; to allocate products, territories, or markets; or to limit the production or sale of their products or product lines.  You should not enter into written or oral agreements, or engage in discussions of such matters with other parties.  Any proposed contract or agreement with a competitor, on subjects other than those prohibited above, should be reviewed in advance with appropriate management, and if necessary, Alpharma’s Chief Legal Officer.   


4. Fairness in Employment.  Decisions as to hiring, promotion, and all other aspects of each Alpharma employment relationship shall be based upon a person’s qualifications and performance.  In addition, all Alpharma employees and Directors shall use care so that their acts and actions do not constitute the sexual harassment of any other employee, Director or third party with whom they interface on Alpharma’s behalf.  Employee information and records shall be maintained on a confidential basis and shall be used solely for appropriate purposes.  All Alpharma employees shall comply with the employment laws of the country in which they are located. 


5. Safety and Health.  The Company is committed to maintaining a safe and healthful work environment. You should comply fully with all applicable safety and health laws and regulations and immediately report any condition that you believe to be unsafe or unhealthy.


6. Environmental Laws. Alpharma is committed to a safe environment and sound environmental actions.  You are expected to comply fully with all applicable environmental laws and regulations.  In the event you have a question or concern with respect to the environmental status of any Alpharma facility, you should contact the senior manager of that facility, the Chief Legal Officer or the Alpharma Employee Compliance Forum.


7. Copyrights and Computer Software:  The unauthorized duplication of copyrighted materials, including copyrighted computer software, is a violation of international copyright laws and Alpharma policy. 


8.   Reporting to Government Agencies. Any false, fictitious or fraudulent statement to any government agency or actions that facilitate a third party making false, fictitious or fraudulent statements to the government should be avoided.  In this regard, you should not take any action that would facilitate a customer’s misrepresentation of the actual price it has paid for Alpharma products for purpose of governmental reimbursement including, without limitation, the issuance of invoices that do not fully disclose all applicable discounts and rebates.  The Company’s policy is to assure that information it provides directly or indirectly to government agencies, is truthful, accurate and not misleading. 


9.   Confidential Information.  You may have access to and become knowledgeable about sensitive information that is confidential, private or proprietary to the Company or our customers and suppliers. Use of Alpharma sensitive information  (or confidential information received from third parties) is for Company purposes only and disclosure of such information should be limited to those within Alpharma who have a need to know.  Confidential information includes all non-public information that might be of use to competitors, or harmful to Alpharma or its customers, if disclosed. 

10. Protecting Company Assets.  All Alpharma assets should be used for legitimate business purposes.  You must comply with Alpharma’s established accounting policies and procedures at all times. You should fully and properly disclose the substance of all transactions to the individual who has the responsibility for accounting for a particular business transaction. Alpharma accounting officers are expected to act with integrity to insure that every transaction is properly recorded in Alpharma’s books of account and records.


11 Conflicts of Interest - You should avoid situations where your private interests conflict with the interests of the Company. You must promptly disclose any potential conflict of interest to your supervisor, a representative of the Human Resources Department, the Chief Legal Officer or to the Alpharma Employee Compliance Forum so that it may be resolved. It should also be disclosed whenever you are asked to certify your understanding and adherence to the standards in these Guidelines.  In particular:


·         You and/or in some cases, your immediate family members, should avoid any business or financial relationship with customers, suppliers or competitors that could influence or appear to influence you in carrying out your Alpharma responsibilities.  This includes (i) an ownership interest in these companies other than a nominal amount of stock in a public company and (ii) an interest in a transaction in which it is known that Alpharma is or may be interested.


·         You may not market products or services that compete with Alpharma or work for or receive money from a competitor, customer or supplier without approval from an appropriate member of management.


·         You should not take advantage of Alpharma’s corporate opportunities for personal profit.



12.  Political Contributions.  No contribution may be made, directly or indirectly, using Alpharma funds, to political parties or candidates for public office, or in connection with ballot propositions to be voted upon. Contributions include not only money, but such things as Alpharma products and the purchase of tickets to political fund raising events. 


13.      Extended Application of Certain U.S. Laws.  While, in general, it is Alpharma’s policy to comply with the law of the country in which we are doing business, several U.S. laws apply to the actions of Alpharma employees and Directors worldwide.


*        Trading Alpharma Shares. If you become aware of any material information relating to Alpharma that has not yet been made available to the public through a press release or other report to Alpharma’s shareholders, you must not buy or sell any shares of Alpharma Stock or, directly or indirectly, disclose such information to any other person who might use it in trading Alpharma’s Stock.


It is difficult to define what constitutes “material” information, but you should assume that any information, positive or negative, relating to Alpharma’s business that might be of significance to an investor in determining whether to purchase, sell or hold Alpharma’s Stock would be “material.”  Examples include product developments, a potential acquisition of another business, internal financial information, marketing and sales plans, or a pending financing transaction.  Such examples are merely illustrative and do not cover every type of “material” information.  If you are not sure whether certain information is “material” or has been publicly released, you should contact Alpharma’s Vice President, Investor Relations.


Similarly, you should not trade in the stock of an Alpharma customer or supplier or other business partner, if you have knowledge of material non-public information relating to that entity.



*        Boycotts.  Alpharma is prohibited under U.S. law from complying with requests for information or action furthering one country’s boycott of another country that is friendly to the U.S. (such as Israel). Alpharma must promptly report to the U.S. government any boycott-related requests for information or action.  Such requests are sometimes included in a purchase order or letter of credit. Alpharma’s Chief Legal Officer is available to give guidance in this regard.


*     Export Controls.  U.S. law includes prohibitions on certain commercial and financial transactions with certain designated countries.  As these regulations are complicated and change quite often, Alpharma’s Chief Legal Officer will, from time to time, identify those countries subject to controls.



14.  Relationships With Government Representatives. 

All Alpharma employees engaged in business with a governmental body or agency must know and abide by the specific rules and regulations covering relations with public agencies.  You must also conduct yourself in a manner that avoids any dealings that might be perceived as attempts to influence public officials in the performance of their public duties.


Nothing of value, such as cash payments, gifts, favors or entertainment, should be given, paid, promised, or offered, directly or indirectly, to any government official or other person acting on behalf of a government.


  There are certain limited exceptions to this general prohibition; these exceptions can be relied upon only after consulting Alpharma’s Chief Legal Officer for guidance.



15. Bribery, Kickback, and Fraud.  No funds or assets shall be paid, loaned, or otherwise disbursed as bribes, “kickbacks,” or other payments designed to influence or compromise the conduct of the recipient; and you should not accept any funds or other assets (including those provided as preferential treatment to you for fulfilling your responsibilities) for assisting in obtaining business or for securing special concessions from the Company.  You should conduct your business affairs in such a manner that the Company’s reputation will not be impugned if the details of your dealings should become a matter of public discussion. You should not engage in any activity which degrades the reputation or integrity of the Company.


16. Relationships with Medical Professionals.  The laws of many countries specify or restrict Alpharma’s relationship with health care providers including those dispensing or prescribing our products. In some instances, such laws contain a prohibition on rebates or certain other financial incentives being paid to customers. Any specific questions should be directed to your divisions’ regulatory affairs officer or Alpharma’s Chief Legal Officer.


17. Fair Dealings.  It is Alpharma’s policy to deal fairly with its customers, suppliers, competitors and employees.  You should not take unfair advantage of customers, suppliers, competitors or employees through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.   




Any waiver of the Guidelines for Executive Officers or members of the Board of Directors may be made only by the Board of Directors or a committee of the Board and will promptly disclosed as required by law or New York Stock Exchange rules.