Warner Chilcott Holdings Co III, Ltd ▼

ASSET PURCHASE AGREEMENT

between

BRISTOL-MYERS SQUIBB COMPANY

as Seller

and

WARNER CHILCOTT COMPANY, INC.

as Purchaser

Dated as of September 30, 2005

TABLE OF CONTENTS

SECTION 1.01.

SECTION 1.02.

SECTION 1.03.

SECTION 1.04.

WARNER CHILCOTT, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1. The registered office shall be located in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of  . . .

$1,790,000,000

CREDIT AGREEMENT

Dated as of January 18, 2005

among

WARNER CHILCOTT HOLDINGS COMPANY III, LIMITED

as BR Borrower

WARNER CHILCOTT CORPORATION

as US Borrower

WARNER CHILCOTT COMPANY, INC.

as PR Borrower

CREDIT SUISSE FIRST BOSTON

as Administrative Agent, Swing Line Lender and L/C Issuer

THE OTHER LENDERS PARTY HERETO

DEUTSCHE BANK SECURITIES INC.

CREDIT SUISSE FIRST BOSTON

as Joint Lead Arrangers

DEUTSCHE BANK SECURITIES INC.

CREDIT SUISSE FIRST  . . .

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the �Agreement�) is made as of April 1, 2005, between WARNER CHILCOTT (US), INC (formerly named Warner Chilcott, Inc., the �Company�), and Paul Herendeen (�Executive�).

RECITALS

WHEREAS, Executive and the Company desire to enter into this Agreement, which Agreement will set forth the terms and conditions upon which Executive will serve as Executive Vice President-Chief Financial Officer and Executive Vice President of the Company�s ultimate parent company, Warner Chilcott Holdings Company, Limited, an  . . .

WARNER CHILCOTT CORPORATION

as the Issuer

The Guarantors Named Herein

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of October 19, 2006

8 ³/4% Senior Notes due 2015

This Supplemental Indenture, dated as of October 19, 2006 (this �Supplemental Indenture� or �Guarantee�), among Warner Chilcott Limited (the �Guarantor�), Warner Chilcott Corporation (together with its successors and assigns, the �Company�), each other then existing Guarantor under the Indenture referred to below (the �Notes  . . .

WARNER CHILCOTT CORPORATION

as the Issuer

The Guarantors Named Herein

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of October 19, 2006

8 ³/4% Senior Notes due 2015

This Supplemental Indenture, dated as of October 19, 2006 (this �Supplemental Indenture� or �Guarantee�), among Warner Chilcott Limited (the �Guarantor�), Warner Chilcott Corporation (together with its successors and assigns, the �Company�), each other then existing Guarantor under the Indenture referred to below (the �Notes  . . .

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE ALL OF THE OUTSTANDING

8�% SENIOR SUBORDINATED NOTES DUE 2015

FOR

8�% SENIOR SUBORDINATED NOTES DUE 2015

REGISTERED UNDER THE SECURITIES ACT OF 1933

OF

WARNER CHILCOTT CORPORATION

THE EXCHANGE OFFER WILL EXPIRE AT [INSERT TIME OF DAY � 5:00 P.M. OR 12:01 A.M.], NEW YORK CITY TIME, ON [INSERT DATE THAT IS 20 FULL BUSINESS DAYS AFTER THE COMMENCEMENT DATE], UNLESS EXTENDED BY WARNER CHILCOTT CORPORATION (THE �TIME OF EXPIRATION�)

The Exchange Agent for the Exchange Offer is:

Wells Fargo Bank, National  . . .

MANAGEMENT SHAREHOLDERS AGREEMENT

DATED AS OF

MARCH 28, 2005

AMONG

WARNER CHILCOTT HOLDINGS COMPANY, LIMITED

WARNER CHILCOTT HOLDINGS COMPANY II, LIMITED

WARNER CHILCOTT HOLDINGS COMPANY III, LIMITED

THE MANAGEMENT SHAREHOLDERS PARTY HERETO

AND

THE OTHER PARTIES HERETO

TABLE OF CONTENTS

ARTICLE 1     DEFINITIONS

Section 1.01

OPTION AND LICENSE AGREEMENT

This OPTION AND LICENSE AGREEMENT (this �Agreement�), dated as of March 24, 2004 (the �Effective Date�), is made by and between Barr Laboratories, Inc., a corporation organized and existing under the laws of Delaware (�Barr�), and Galen (Chemicals) Limited, a company organized and existing under the laws of the Republic of Ireland (�Galen�). Barr and Galen are each sometimes referred to individually as a �Party� and together as the �Parties.�

RECITALS

WHEREAS, Barr and Galen are pharmaceutical companies engaged in the marketing  . . .

Execution Version

PURCHASE AND SALE AGREEMENT

dated as of

May 3, 2004

among

PFIZER INC.,

PFIZER PHARMACEUTICALS LLC

GALEN HOLDINGS PUBLIC LIMITED COMPANY

and

WARNER CHILCOTT COMPANY, INC.

Table of Contents

ARTICLE I DEFINITIONS AND TERMS

Section 1.1.

Definitions

Section 1.2.

Other Definitional  . . .

$600,000,000

WARNER CHILCOTT CORPORATION

8 ³/4% Senior Subordinated Notes due 2015

REGISTRATION RIGHTS AGREEMENT

January 18, 2005

Credit Suisse First Boston LLC

Deutsche Bank Securities Inc.

J.P. Morgan Securities Inc.

    As Representatives of the Several Purchasers,

c/o Credit Suisse First Boston LLC

    Eleven Madison Avenue,

New York, New York 10010-3629

Dear Sirs:

Warner Chilcott Corporation, a Delaware corporation formerly known as Warner Intermediate  . . .

Right of First Refusal

Agreement

between

WARNER CHILCOTT COMPANY, INC., of P.O. Box 1005, Fajardo, Puerto Rico, 00738 (�WCCI�)

and

LEO PHARMA A/S, of Industriparken 55, DK-2750 Ballerup, Denmark (�LEO�)

(collectively, the �Parties� and individually a �Party�).

Capitalized terms not otherwise defined herein shall have the meanings set forth in Article 1 of this Right of First Refusal Agreement (this �Agreement�).

WHEREAS the Parties are interested in collaborating on the development and marketing of certain products in the Territory,

WHEREAS the Parties have entered into a  . . .

SECURITIES PURCHASE AGREEMENT

THIS AGREEMENT is made as of January 18, 2005 (the �Agreement�), by and among Warner Chilcott Holdings Company, Limited, a Bermuda exempted limited company (together with its successors, �Holdings I�), Warner Chilcott Holdings Company II, Limited, a Bermuda exempted limited company (together with its successors, �Holdings II�, and collectively with Holdings I, the �Companies�), Bain Capital Integral Investors II, L.P., BCIP Trust Associates III, BCIP Trust Associates III-B, BCIP Associates � G (together with any of their respective affiliated  . . .