VIA EDGAR AND FACSIMILE
December 16, 2008
Mr. Jim B. Rosenberg
Senior Assistant Chief Accountant
Division of Corporate Finance
United States Securities and Exchange Commission
Mail Stop 6010
100 F. Street, N.E.
Washington, D.C. 20549
Re: Alpharma Inc.
Form 10-K for the Year Ended December 31, 2007
Form 10-Q for the Quarterly Period Ended June 30, 2008
File No. 001-08593
Dear Mr. Rosenberg:
The following sets forth the response of Alpharma Inc., a Delaware corporation (the "Company"), to the comment we received from Ms. Kei Ino, Staff Accountant of your offices, by telephone conference on December 3, 2008. This comment is an additional follow-up request to your letter dated September 26, 2008 to our Chief Executive Officer, Mr. Dean J. Mitchell, regarding the Company's Annual Report on Form 10-K for the year ended December 31, 2007 and the Company's Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2008 (the "September Comment Letter"). For your convenience, we have set forth below the substance of the comment we received from Ms. Ino, followed by the Company's response. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Form 10-K for the year ended December 31, 2007.
Staff's Follow-Up Comment: With respect to the Company'sdisclosure in response to theUnited States Securities and Exchange Commission (the "Commission")Comment #2in the September Comment Letterregarding purchase obligations,the Company isbeing asked to confirm that it will both discloseand quantify itsindividually materialpurchase agreements that give rise tothe aggregatepurchase obligations.
Company's Response:The Company will, effective with the filing of our Form 10-K for the year ending December 31, 2008, expand upon its disclosure in the "Lease Commitments and Purchase Obligations" note (Note 19 in the Company's Form 10-K for the year ended December 31, 2007) to separately discloseand quantify the purchase agreements that give rise to material purchase obligations, as requested. The Company will also include such disclosure (and quantification) in Management's Discussion and Analysis, as appropriate.
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We hope that the foregoing has been responsive to your follow-up comment. The Company hereby acknowledges that: (a) it is responsible for the adequacy and accuracy of the disclosures in the above-referenced filings; (b) Commission staff comments or changes to disclosure in response to Commission staff comments do not foreclose the Commission from taking any action with respect to the filings; and (c) it may not assert Commission staff comments as a defense in any proceeding initiated by the Commission or any person under the Federal securities laws of the United States.
The Company appreciates the opportunity to enhance our public disclosures. If you have any questions or comments relating to any of the foregoing, please contact me at (908) 566-3963.
Sincerely, |
/s/ Karen M. Sheehan Vice President & Associate General Counsel, Corporate and Assistant Secretary |
cc: K. Ino, SEC Division of Corporate Finance |
