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                                                                   EXHIBIT 10.53



                            Dated: September 29, 2000








                     WARNER CHILCOTT PUBLIC LIMITED COMPANY

                                     - and -

                                JAMES G. ANDRESS



            --------------------------------------------------------

                              CONSULTANCY AGREEMENT

            --------------------------------------------------------








                              ASHURST MORRIS CRISP
                                 Broadwalk House
                                 5 Appold Street
                                 London EC2A 2HA

                               Tel: 020 7638 1111
                               Fax: 020 7972 7990





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THIS AGREEMENT is made on September 29, 2000

BETWEEN:

(1)      WARNER CHILCOTT PUBLIC LIMITED COMPANY whose registered office is at
                                                          (the "COMPANY"); and

(2)      JAMES G ANDRESS of 1381 North Elm Tree Road, Lake Forest, IL 60045, USA
         (the "CONSULTANT").

THE PARTIES AGREE AS FOLLOWS:

1.       DEFINITIONS

         In this agreement the following expressions shall unless the context
         otherwise requires have the following meanings:

         "ASSOCIATED COMPANY" means an associate or joint venture which falls to
         be treated as such for the purposes of the Financial Reporting Standard
         No. 9 of the UK Accounting Standards Board;

         "BOARD" means the board of directors from time to time of the Company
         including any committee of the board duly appointed by it;

         "COMPLETION" means the date that the agreement pursuant to which Galen
         Holdings plc will exchange all of the outstanding securities of the
         Company for ordinary shares in Galen Holdings plc pursuant to a scheme
         of arrangement pursuant to section 201 of the Irish Companies Act is
         completed;

         "CONSULTANCY FEE" means the amount referred to in and calculated and
         payable in accordance with clause 4 hereto;

         "GROUP COMPANY" means the Company and any subsidiary and associated
         company of the Company;

         "RETAINED PERIOD" means the period or periods referred to in schedule 1
         hereto;

         "SERVICES" means the services to be provided by the Consultant in a
         consultancy and advisory capacity for the Group Companies as the Board
         may reasonably require from time to time more particularly set out in
         clause 3.1;

         "SEPARATION AGREEMENT" means the Separation Agreement and Mutual
         Release entered into between Consultant and the Company.

         "SUBSIDIARY" has the meaning given to it in section 736 of the UK
         Companies Act 1985; and

         "TERMINATION DATE" means the date of termination of this agreement
         howsoever occasioned.


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2.       TERM OF APPOINTMENT

2.1      The Company shall engage the Consultant to and the Consultant shall
         provide the Services as hereinafter provided (the "CONSULTANCY").

2.2      The Consultancy shall be deemed to have commenced on Completion and
         shall continue (subject to termination as provided below) unless and
         until terminated by either party giving to the other not less than
         three months' prior notice such notice to expire on or at any time 18
         months from Completion (the "EXPECTED TERMINATION DATE").

3.       DUTIES

3.1      During the Consultancy, the Consultant shall use his best endeavours to
         promote the interests of the Group Companies and in particular, shall
         (unless prevented by illness or accident) provide the following
         Services to any Group Company in a proper and efficient manner for the
         Retained Period: reasonable assistance to the Company and any Group
         Company on its day-to-day business and use his valuable knowledge
         regarding the Company's industry and business for the benefit of the
         Company and any Group Company.

3.2      If the Consultant is unable to provide the Services due to illness or
         injury or otherwise he shall forthwith notify the Company and, if
         appropriate, shall provide such evidence of his illness or injury as
         the Company may reasonably require.

3.3      When the performance of the Services so requires the Company will make
         available to the Consultant at a suitable location free of any charge
         office facilities and secretarial assistance of a type appropriate.

3.4      During the Consultancy the Consultant may engage in any other business
         of professional activities, either on a full-time or part-time basis,
         so long as such activities, either singly or in the aggregate, do not
         interfere with the proper performance of his duties and
         responsibilities to the Company or any Group Company or violate any
         prior agreement between him and the Company or any Group Company or any
         other provision of this Agreement.

3.5      The Consultant shall use reasonable endeavours to ensure that the
         Company can contact him at all times during normal U.S. business hours.

3.6      The Consultant shall have no authority and shall not hold himself out
         as having authority to bind the Company save insofar as he is
         specifically authorised to do so by the Company in writing.

3.7      The Consultant shall not have any personal liability for the
         consequences of any advice or assistance rendered to the Company if he
         shall have acted honestly and reasonably in all the circumstances of
         the case and accordingly to that extent he shall be indemnified by the
         Company against all costs, charges, losses, expenses and liabilities
         incurred by him in the discharge of the Services PROVIDED that this
         clause 3.7 shall not absolve the Consultant from any liability arising
         out of him acting without the prior written authority of the Company.


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4.       FEES

4.1      In consideration of the provision by the Consultant of the Services
         during the Consultancy the Company shall pay the Consultancy Fee (as
         set out in this clause) to the Consultant.

4.2      The Consultant shall receive a monthly fee in the sum of $15,277.77
         monthly in arrears by credit transfer within 14 days of the end of such
         month for the duration of the Consultancy. Should the Consultancy
         terminate by reason of death, injury, disability or ill-health, the
         Consultant or his executors shall retain all payments received
         hereunder up to that date (the "DATE OF CESSATION") and a further
         payment equal to the further payments which would otherwise be due
         calculated from the Date of Cessation to the Expected Termination Date
         shall be paid to the Consultant or his executors. Should the
         Consultancy terminate in any other circumstances, the Consultant shall
         not, subject to the absolute discretion of the Board, receive the said
         further payment but shall retain all payments received hereunder up to
         the Date of Cessation.

4.3      The Company shall be entitled to deduct from the Consultancy Fee (and
         any other sum due to the Consultant) any sums that the Consultant may
         owe the Company at any time.

5.       EXPENSES

         The Company shall reimburse the Consultant (within seven days of
         receipt of an appropriate invoice) all reasonable travelling, hotel and
         other expenses properly authorised by the Board and wholly, exclusively
         and necessarily incurred by the Consultant in providing the Services
         which expenses shall be evidenced in such manner as the Company may
         specify from time to time and for these purposes it shall be proper for
         the Consultant to use the same standard of travel and accommodation as
         authorised from time to time to any executive director of the Company.

6.       NON-COMPETE, NON-SOLICITATION

6.1      The Consultant covenants and agrees that, during the Consultancy and
         for the following periods after the termination of this Agreement
         howsoever arising (save with the prior written consent of the Board of
         the Company which shall not be unreasonably refused or delayed)
         directly or indirectly, either alone or jointly with or on behalf of
         any person, firm, company or entity and whether on his own account or
         as principal, partner, shareholder, director, employee, consultant or
         in any other capacity whatsoever, the Consultant shall not:

         (i)      for 12 months following termination in the Relevant Territory
                  (as defined in Clause 8(b) below) and in competition with the
                  Company or any of the Relevant Group Companies engage, assist
                  or be interested in any undertaking which provides
                  services/products similar to those provided by the Company or
                  any Relevant Group Companies;

         (ii)     for 12 months following termination in the Relevant Territory
                  solicit or interfere with or endeavour to entice away from the
                  Company or any of the Relevant Group Companies any person,
                  firm, company or entity who was a customer or potential
                  customer of the Company or any of the Relevant Group
                  Companies;


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         (iii)    for 12 months following termination in the Relevant Territory
                  be concerned with the supply of services/products to any
                  person, firm, company or entity which was a customer or
                  potential customer of the Company or any of the Relevant Group
                  Companies where such services/products are in competition with
                  those services/products supplied by the Company or any of the
                  Relevant Group Companies;

         (iv)     for 12 months following termination offer to employ or engage
                  or solicit the employment or engagement of any person who
                  immediately prior to the date of termination was an employee,
                  contractor or director of the Company or any of the Relevant
                  Group Companies (whether or not such person would commit any
                  breach of their contact of employment or engagement by reason
                  of leaving the service of such company);

         (v)      represent himself as being in any way connected with or
                  interested in the business of the Company or any of the
                  Relevant Group Companies other than in his capacity as a
                  shareholder of any such company; and

         (vi)     provided, however, that the provisions of Section 6.1(i), (ii)
                  and (iii) of this Section 6.1 shall only extend and shall only
                  be applicable to the extent that Consultant, directly or
                  indirectly, as an employee, director, officer, shareholder,
                  partner, or advisor, consultant or otherwise, engages in any
                  commercial activity or participates in any venture of any kind
                  that directly competes with the Company with respect to the
                  development, marketing, testing, manufacture or delivery of
                  women's contraception or estrogen replacement products within
                  the U.S., which are substantially similar to those of the
                  Company, and Consultant shall be free of the restrictions of
                  said Sections 6.1(i), (ii), and (iii) and shall be free at all
                  time to compete with the Company in any manner with respect to
                  any other products or business of the Company.

6.2      For the purposes of Clause 6:

         (i)      a "RELEVANT GROUP COMPANY" means the Company and all
                  subsidiary (as defined in clause 1) and associated companies
                  (as defined in clause 1) of the Company for which the
                  Consultant has performed services or in which he has held
                  office and, if applicable, their predecessors in business;

         (ii)     "RELEVANT TERRITORY" means the area constituting the market of
                  the Company or any of the Relevant Group Companies for
                  products and services with which the Executive shall have been
                  concerned during the term of his employment with the Company
                  and/or Warner Chilcott, Inc.; and

         (iii)    "POTENTIAL CUSTOMER" means any entity, person or otherwise
                  that the Company and any of the Relevant Group Companies has
                  actively solicited business during the 12 month period prior
                  to the Consultant's termination of consultancy.

6.3      Nothing contained in this Clause 6 shall prohibit the Consultant from
         holding shares or securities of a company any of whose shares or
         securities are quoted or traded on any recognised investment or stock
         exchange provided that any such holding shall not exceed three percent
         of the issued share capital of such a company and is held passively by
         way of bona fide investment only.


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6.4      If, at the time of enforcement of this clause 6 a court shall hold that
         the duration, scope or area restrictions stated herein are unreasonable
         under circumstances then existing, the parties agree that the maximum
         duration, scope or area reasonable under such circumstances shall be
         substituted for the stated duration, scope or area and that the court
         shall be allowed to revise the restrictions contained herein to cover
         the maximum period, scope and area permitted by law. The Consultant
         agrees that the restrictions contained in this clause 6 are reasonable.

6.5      In the event of the breach or a threatened breach by the Consultant of
         any of the provisions of this clause 6, the Company, in addition and
         supplementary to other rights and remedies existing in its favour, may
         apply to any court of law or equity of competent jurisdiction for
         specific performance and/or injunctive or other relief in order to
         enforce or prevent any violations of the provisions hereof (without
         posting of any bond).

7.       CONFIDENTIALITY

7.1      The Consultant shall not (whether before or after the Termination Date)
         except in the proper course of providing the Services or as required by
         law or as authorised by the Company use or communicate to any third
         party (and shall use his best endeavours to prevent the use or
         communication of) any trade or business secrets or confidential
         information of or relating to the Company or any Group Company
         concerning the business or finances or any dealings transactions or
         affairs of any Group Company.

7.2      The Consultant shall not make (other than for the benefit of the
         Company) any record (whether on paper, computer memory, disc or
         otherwise) relating to any matter within the scope of the business of
         the Company or any Group Company or their customers and suppliers or
         concerning any of its or their dealings or affairs or (either during
         the Consultancy or thereafter) use or permit to be used any such
         records other than for the benefit of the Company, it being agreed by
         the parties that all such records (and copies thereof) shall be the
         property of the Company and shall be handed over to the Chief Executive
         Officer of the Company by the Consultant on the Termination Date or (at
         the request of the Board) at any time during the Consultancy.

7.3      The Consultant shall not during the Consultancy either directly or
         indirectly publish any opinion, fact or material on any matter
         connected or relating to the business of the Company or any Group
         Company whether confidential or not without the prior written approval
         of the Company.

8.       INTELLECTUAL PROPERTY

         The Consultant agrees that any work prepared for the Company which is
         eligible for United States copyright protection or protection under the
         Universal Copyright Convention, the Berne Copyright Convention and/or
         the Buenos Aires Copyright Convention shall be a work made for hire and
         ownership of all copyrights (including all renewals and extensions)
         therein shall vest in the Company. If any such work is deemed not to be
         a work made for hire for any reason, the Consultant hereby grants,
         transfers and assigns all right, title and interest in such work and
         all copyrights in such work and all renewals and extensions thereof to
         the Company, and agrees to provide all assistance reasonably requested
         by the Company in the establishment, preservation and enforcement of
         the Company's copyright in such work, such


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         assistance to be provided at the Company's expense but without any
         additional compensation to the Consultant. The Consultant hereby agrees
         to and does hereby waive the enforcement of all moral rights with
         respect to the work developed or produced hereunder, including without
         limitation any and all rights of identification of authorship and any
         and all rights of approval, restriction or limitation on use or
         subsequent modifications.

9.       TERMINATION BY EVENTS OF DEFAULT

         The Company may at any time and without prejudice to any rights or
         claims it may have against the Consultant terminate the Consultancy by
         notice and with immediate effect and without any liability to pay any
         remuneration compensation or damages if at any time the Consultant:

         (i)      The Consultant's commission of any fraud, misappropriation or
                  gross and wilful misconduct which causes demonstrable injury
                  to the Company or a subsidiary or other Group Company;

         (ii)     An act of dishonesty by the Consultant resulting or intended
                  to result, directly or indirectly, in gain or personal
                  enrichment at the expense of the Company or a subsidiary or
                  other Group Company;

         (iii)    Conviction of, or a plea of nolo contendere with respect to a
                  non-vehicular felony or a crime involving moral turpitude;

         (iv)     Wilful or repeated failure to follow specific directives of
                  the Board to act or refrain from acting, which directives are
                  consistent with the Consultant's position; and

         (v)      Failure lasting at least 30 consecutive calendar days to
                  discharge his duties under this Agreement due to gross
                  negligence;

         any delay by the Company in exercising such right to terminate shall
         not constitute a waiver thereof.

10.      OBLIGATIONS UPON TERMINATION

         On the Termination Date the Consultant shall:

10.1     ensure that all rights in respect of work done and services rendered
         and the products thereof prior to the Termination Date shall remain
         vested absolutely in the Company; and

10.2     deliver to the Board all documents (including, but not limited to,
         correspondence, lists of clients or customers, plans, drawings,
         accounts and other documents of whatsoever nature and all copies
         thereof, whether on paper, computer memory or otherwise) made or
         compiled or acquired by the Consultant during the Consultancy and
         concerning the business, finances or affairs of the Company or any
         Group Company or its or their clients and any other property of any
         Group Company.


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11.      STATUS

11.1     The Consultant acknowledges that he will be an independent contractor
         of the Company and that nothing in this agreement shall render him an
         employee, agent or partner of the Company and he shall not hold himself
         out as such.

11.2     The Consultant covenants that he will be responsible for and shall pay
         all U.S. federal, state and local income and self-employment taxes,
         imposed by reason of his engagement hereunder and the receipt of the
         Consultancy Fee. The Consultant's covenants under this Section 11.2
         shall not affect the provisions of Section 4(h), (i), (j) and (k) of
         the Employment Agreement between the Consultant and the Company.

12.      NOTICES

         Any notice to be given hereunder shall be in writing. Notices may be
         given by either party by personal delivery or post or fax addressed to
         the other party at (in the case of the Company) its registered office
         for the time being and (in the case of the Consultant) his last known
         address and any such notice given by letter or fax shall be deemed to
         have been served at the time at which the letter was delivered
         personally or transmitted or (if sent by post) would have been
         delivered in the ordinary course of post.

13.      PREVIOUS CONTRACTS

13.1     Except for the obligations and agreements set forth in the Separation
         Agreement this agreement is in substitution for any previous
         arrangement between the Company or any Group Company and the Consultant
         which shall be deemed to have been terminated by mutual consent as from
         the commencement of the Consultancy. Nothing contained in this
         agreement shall in any way limit or diminish any amounts due to, or
         rights accruing to, Consultant under the Separation Agreement.

13.2     The Consultant hereby warrants and represents of the Company that he
         will not, in entering into this agreement or carrying out the Services,
         be in breach of any other obligation binding upon him.

14.      GENERAL

14.1     The provisions of schedules 1 and 2 hereto form part of this agreement
         which contains the whole of the terms agreed in respect of the
         Consultant's appointment as from the commencement of the Consultancy
         and this agreement shall only be capable of being varied by a
         supplemental agreement or memorandum in writing signed by or on behalf
         of the parties hereto.

14.2     The headings in this agreement are inserted for convenience only and
         shall not affect its construction.

14.3     Any reference to a statutory provision shall be construed as a
         reference to any statutory modification or re-enactment thereof
         (whether before or after the date hereof) for the time being in force.


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14.4     The schedules form part of and are incorporated into this agreement.

14.5     No modification, variation or amendment of this agreement shall be
         effective unless such modification, variation or amendment is in
         writing and has been signed by or on behalf of both parties.

15.      GOVERNING LAW

         Any dispute, controversy, proceedings or claim of whatever nature
         arising out of or relating to, or breach of, this agreement shall be
         governed by and this agreement shall be construed in all respects in
         accordance with the laws of the state of New Jersey in the United
         States of America.

16.      ASSIGNMENT AND SUB-CONTRACTING

         The Consultant shall not assign or sub-contract any of his rights or
         duties under this agreement without the consent in writing of the
         Company.

17.      WAIVER

         No waiver of any right hereunder at any time shall affect either
         party's right to claim any future entitlement to the same.

IN WITNESS whereof this agreement has been executed as a deed on the date first
above written.


Signed as a deed and delivered by         )
JAMES G ANDRESS in the presence of:       )           [JAMES G. ANDRESS] SIGNED
                                          )


Witness name:                                         James H. Ihrke

Witness address:                                      105 S. Waclar Drive
                                                      Chicago, IL. 60606



Signed as a deed by                       )
WARNER CHILCOTT PUBLIC                    )
LIMITED COMPANY acting by a               )
director and its secretary/two directors:



                                            Director [PAUL S. HERENDEEN] SIGNED


                                            Director/Secretary [ROGER
                                            BOISSONEAULT] SIGNED



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                                   SCHEDULE 1
                               THE RETAINED PERIOD

1.       Such periods as may be reasonably necessary for the Consultant to
         devote to the business of the Company or any Group Company to provide
         the Services provided however that the Consultant may not be required
         to devote (as aforesaid):

1.1      more than eight hours per day; or

1.2      more than 10 days per month.

2.       The actual days to be spent by the Consultant in providing the Services
         shall (wherever practicable) be agreed between the Company and the
         Consultant not less than one week in advance of each month of the
         Consultancy. In default of agreement between the parties as to the days
         so to be spent the Company shall be entitled to require the Consultant
         to provide services on such days as the Company may by not less than 14
         days' notice specify unless prior to such notice being given the
         Consultant shall have notified the Company that he shall be unavailable
         on such dates.

3.       If the Consultant is unable to work due to illness or injury on any day
         upon which it was agreed under paragraph 2 of this schedule that he
         would provide the Services he shall notify the Chief Executive Officer
         of the Company as soon as reasonably practicable stating:

3.1      the reason for his unavailability and the anticipated duration; and

3.2      (as soon as he knows) the date on which he is again available for work.



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                                   APPENDIX I
                     SEPARATION AGREEMENT AND MUTUAL RELEASE
                                  JAMES ANDRESS

2(a) Base Salary:  $350,000

2(c) Release and Covenants Lump Sum: $400,000