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                                  $200,000,000

                              WARNER CHILCOTT, INC.

                   12 5/8% Senior Subordinated Notes due 2008

                          REGISTRATION RIGHTS AGREEMENT

                                                               February 11, 2000

Credit Suisse First Boston Corporation
   As Representative of the Several Initial Purchasers
Eleven Madison Avenue
New York, New York 10010-3629

Dear Sirs:

      Warner Chilcott, Inc., a Delaware corporation (the "Issuer"), proposes to
issue and sell to Credit Suisse First Boston Corporation, CIBC World Markets
Corp. and SG Cowen Securities Corporation (collectively, the "Initial
Purchasers"), upon the terms set forth in a purchase agreement of even date
herewith (the "Purchase Agreement"), $200,000,000 aggregate principal amount of
its 12 5/8% Senior Subordinated Notes due 2008 (the "Initial Securities") to be
guaranteed (the "Guaranty") by Warner Chilcott Public Limited Company (the
"Guarantor" and, collectively with the Issuer, the "Company"). The Initial
Securities will be issued pursuant to an Indenture, dated as of February 15,
2000 (the "Indenture"), among the Issuer, the Guarantor and The Bank of New
York, as trustee (the "Trustee"). As an inducement to the Initial Purchasers to
enter into the Purchase Agreement, the Company agrees with the Initial
Purchasers, for the benefit of the Initial Purchasers and the holders of the
Securities (as defined below) (collectively the "Holders"), as follows:

      1. Registered Exchange Offer. Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall prepare and, not later than 90 days (such 90th day being a
"Filing Deadline") after the date on which the Initial Purchasers purchase the
Initial Securities pursuant to the Purchase Agreement (the "Closing Date"), file
with the Securities and Exchange Commission (the "Commission") a registration
statement (the "Exchange Offer Registration Statement") on an appropriate form
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to a proposed offer (the "Registered Exchange Offer") to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities of
the Company issued under the Indenture, identical in all material respects to
the Initial Securities and registered under the Securities Act (the "Exchange
Securities"). The Company shall use its best efforts to (i) cause such Exchange
Offer Registration Statement to become effective under the Securities Act within
150 days after the Closing Date (such 150th day being an "Effectiveness
Deadline") and (ii) keep the Exchange Offer Registration Statement effective for
not less than 30 days (or longer, if required by applicable law) after the date
notice of the Registered Exchange Offer is mailed to the Holders (such period
being called the "Exchange Offer Registration Period").

      If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the

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Company has accepted all the Initial Securities theretofore validly tendered in
accordance with the terms of the Registered Exchange Offer) and (ii) will be
required to consummate the Registered Exchange Offer no later than 40 days after
the date on which the Exchange Offer Registration Statement is declared
effective (such 40th day being the "Consummation Deadline").

      Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.

      The Company acknowledges that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "Exchanging Dealer"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation
S-K under the Securities Act, as applicable, in connection with such sale.

      The Company shall use its best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus
contained therein, in order to permit such prospectus to be lawfully delivered
by all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Securities; provided, however, that (i) in the
case where such prospectus and any amendment or supplement thereto must be
delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be
the lesser of 180 days and the date on which all Exchanging Dealers and the
Initial Purchasers have sold all Exchange Securities held by them (unless such
period is extended pursuant to Section 3(j) below) and (ii) the Company shall
make such prospectus and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any Exchange Securities
for a period of not less than 180 days after the consummation of the Registered
Exchange Offer.

      If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects to the Initial
Securities (the "Private Exchange Securities"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "Securities".

      In connection with the Registered Exchange Offer, the Company shall:


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            (a) mail to each Holder a copy of the prospectus forming part of the
      Exchange Offer Registration Statement, together with an appropriate letter
      of transmittal and related documents;

            (b) keep the Registered Exchange Offer open for not less than 30
      days (or longer, if required by applicable law) after the date notice
      thereof is mailed to the Holders;

            (c) utilize the services of a depositary for the Registered Exchange
      Offer with an address in the Borough of Manhattan, The City of New York,
      which may be the Trustee or an affiliate of the Trustee;

            (d) permit Holders to withdraw tendered Securities at any time prior
      to the close of business, New York time, on the last business day on which
      the Registered Exchange Offer shall remain open; and

            (e) otherwise comply with all applicable laws.

      As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Company shall:

            (x) accept for exchange all the Securities validly tendered and not
      withdrawn pursuant to the Registered Exchange Offer and the Private
      Exchange;

            (y) deliver to the Trustee for cancellation all the Initial
      Securities so accepted for exchange; and

            (z) cause the Trustee to authenticate and deliver promptly to each
      Holder of the Initial Securities, Exchange Securities or Private Exchange
      Securities, as the case may be, equal in principal amount to the Initial
      Securities of such Holder so accepted for exchange.

      The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

      Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

      Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.


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      Notwithstanding any other provisions hereof, the Company will ensure that
(i) any Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

      If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer. The Company
will pursue the issuance of such a decision to the Commission staff level. In
connection with the foregoing, the Company will take all such other actions as
may be requested by the Commission or otherwise required in connection with the
issuance of such decision, including without limitation (i) participating in
telephonic conferences with the Commission, (ii) delivering to the Commission
staff an analysis prepared by counsel to the Company setting forth the legal
bases, if any, upon which such counsel has concluded that the Registered
Exchange Offer should be permitted and (iii) diligently pursuing a resolution
(which need not be favorable) by the Commission staff.

      2. Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
180th day after the Closing Date, (iii) an Initial Purchaser so requests with
respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or
(iv) any Holder (other than an Exchanging Dealer) is not eligible to participate
in the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Securities on the date of the
exchange and any such Holder so requests, the Company shall take the following
actions (the date on which any of the conditions described in the foregoing
clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv)
the receipt of the required notice, being a "Trigger Date"):

            (a) The Company shall promptly (but in no event more than 90 days
      after the Trigger Date (such 90th day being a "Filing Deadline")) file
      with the Commission and thereafter use its best efforts to cause to be
      declared effective no later than 150 days after the Trigger Date (such
      150th day being an "Effectiveness Deadline") a registration statement (the
      "Shelf Registration Statement" and, together with the Exchange Offer
      Registration Statement, a "Registration Statement") on an appropriate form
      under the Securities Act relating to the offer and sale of the Transfer
      Restricted Securities by the Holders thereof from time to time in
      accordance with the methods of distribution set forth in the Shelf
      Registration Statement and Rule 415 under the Securities Act (hereinafter,
      the "Shelf Registration"); provided, however, that no Holder (other than
      an Initial Purchaser) shall be entitled to have the Securities held by it
      covered by such Shelf Registration Statement unless such Holder agrees in
      writing to be bound by all the provisions of this Agreement applicable to
      such Holder.


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            (b) The Company shall use its best efforts to keep the Shelf
      Registration Statement continuously effective in order to permit the
      prospectus included therein to be lawfully delivered by the Holders of the
      relevant Securities, for a period of two years (or for such longer period
      if extended pursuant to Section 3(j) below) from the date of its
      effectiveness or such shorter period that will terminate when all the
      Securities covered by the Shelf Registration Statement (i) have been sold
      pursuant thereto or (ii) are no longer restricted securities (as defined
      in Rule 144 under the Securities Act, or any successor rule thereof) (the
      "Shelf Registration Period"). The Company shall be deemed not to have used
      its best efforts to keep the Shelf Registration Statement effective during
      the requisite period if it voluntarily takes any action that would result
      in Holders of Securities covered thereby not being able to offer and sell
      such Securities during that period, unless such action is required by
      applicable law.

            (c) Notwithstanding any other provisions of this Agreement to the
      contrary, the Company shall cause the Shelf Registration Statement and the
      related prospectus and any amendment or supplement thereto, as of the
      effective date of the Shelf Registration Statement, amendment or
      supplement, (i) to comply in all material respects with the applicable
      requirements of the Securities Act and the rules and regulations of the
      Commission and (ii) not to contain any untrue statement of a material fact
      or omit to state a material fact required to be stated therein or
      necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading.

      3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

             (a) The Company shall (i) furnish to each Initial Purchaser, prior
       to the filing thereof with the Commission, a copy of the Registration
       Statement and each amendment thereof and each supplement, if any, to the
       prospectus included therein and, in the event that an Initial Purchaser
       (with respect to any portion of an unsold allotment from the original
       offering) is participating in the Registered Exchange Offer or the Shelf
       Registration Statement, the Company shall use its best efforts to reflect
       in each such document, when so filed with the Commission, such comments
       as such Initial Purchaser reasonably may propose; (ii) include the
       information set forth in Annex A hereto on the cover, in Annex B hereto
       in the "Exchange Offer Procedures" section and the "Purpose of the
       Exchange Offer" section and in Annex C hereto in the "Plan of
       Distribution" section of the prospectus forming a part of the Exchange
       Offer Registration Statement and include the information set forth in
       Annex D hereto in the Letter of Transmittal delivered pursuant to the
       Registered Exchange Offer; (iii) if requested by an Initial Purchaser,
       include the information required by Items 507 or 508 of Regulation S-K
       under the Securities Act, as applicable, in the prospectus forming a part
       of the Exchange Offer Registration Statement; (iv) include within the
       prospectus contained in the Exchange Offer Registration Statement a
       section entitled "Plan of Distribution," reasonably acceptable to the
       Initial Purchasers, which shall contain a summary statement of the
       positions taken or policies made by the staff of the Commission with
       respect to the potential "underwriter" status of any broker-dealer that
       is the beneficial owner (as defined in Rule 13d-3 under the Securities
       Exchange Act of 1934, as amended (the "Exchange Act")) of Exchange
       Securities received by such broker-dealer in the Registered Exchange
       Offer (a "Participating Broker-Dealer"), whether such positions or
       policies have been publicly disseminated by the staff of the Commission
       or such positions or policies, in the reasonable judgment of the Initial
       Purchasers based upon advice of counsel (which may be in-house counsel),
       represent the prevailing views of the staff of the Commission; and (v) in
       the case of a Shelf Registration Statement, include the names of the
       Holders who propose to sell Securities pursuant to the Shelf Registration
       Statement as selling securityholders.


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            (b) The Company shall give written notice to the Initial Purchasers,
      the Holders of the Securities and any Participating Broker-Dealer from
      whom the Company has received prior written notice that it will be a
      Participating Broker-Dealer in the Registered Exchange Offer (which notice
      pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction
      to suspend the use of the prospectus until the requisite changes have been
      made):

                  (i) when the Registration Statement or any amendment thereto
            has been filed with the Commission and when the Registration
            Statement or any post-effective amendment thereto has become
            effective;

                  (ii) of any request by the Commission for amendments or
            supplements to the Registration Statement or the prospectus included
            therein or for additional information;

                  (iii) of the issuance by the Commission of any stop order
            suspending the effectiveness of the Registration Statement or the
            initiation of any proceedings for that purpose;

                  (iv) of the receipt by the Company or its legal counsel of any
            notification with respect to the suspension of the qualification of
            the Securities for sale in any jurisdiction or the initiation or
            threatening of any proceeding for such purpose; and

                  (v) of the happening of any event that requires the Company to
            make changes in the Registration Statement or the prospectus in
            order that the Registration Statement or the prospectus do not
            contain an untrue statement of a material fact nor omit to state a
            material fact required to be stated therein or necessary to make the
            statements therein (in the case of the prospectus, in light of the
            circumstances under which they were made) not misleading.

            (c) The Company shall make every reasonable effort to obtain the
      withdrawal at the earliest possible time, of any order suspending the
      effectiveness of the Registration Statement.

            (d) The Company shall furnish to each Holder of Securities included
      within the coverage of the Shelf Registration, without charge, at least
      one copy of the Shelf Registration Statement and any post-effective
      amendment thereto, including financial statements and schedules, and, if
      the Holder so requests in writing, all exhibits thereto (including those,
      if any, incorporated by reference).

            (e) The Company shall deliver to each Exchanging Dealer and each
      Initial Purchaser, and to any other Holder who so requests, without
      charge, at least one copy of the Exchange Offer Registration Statement and
      any post-effective amendment thereto, including financial statements and
      schedules, and, if any Initial Purchaser or any such Holder requests, all
      exhibits thereto (including those incorporated by reference).

            (f) The Company shall, during the Shelf Registration Period, deliver
      to each Holder of Securities included within the coverage of the Shelf
      Registration, without charge, as many copies of the prospectus (including
      each preliminary prospectus) included in the Shelf Registration Statement
      and any amendment or supplement thereto as such person may reasonably
      request. The Company consents, subject to the provisions of this
      Agreement, to the use of the prospectus or any amendment or supplement
      thereto by each of the selling Holders of the Securities in connection
      with the offering and sale of the Securities covered by the prospectus, or
      any amendment or supplement thereto, included in the Shelf Registration
      Statement.


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            (g) The Company shall deliver to each Initial Purchaser, any
      Exchanging Dealer, any Participating Broker-Dealer and such other persons
      required to deliver a prospectus following the Registered Exchange Offer,
      without charge, as many copies of the final prospectus included in the
      Exchange Offer Registration Statement and any amendment or supplement
      thereto as such persons may reasonably request. The Company consents,
      subject to the provisions of this Agreement, to the use of the prospectus
      or any amendment or supplement thereto by any Initial Purchaser, if
      necessary, any Participating Broker-Dealer and such other persons required
      to deliver a prospectus following the Registered Exchange Offer in
      connection with the offering and sale of the Exchange Securities covered
      by the prospectus, or any amendment or supplement thereto, included in
      such Exchange Offer Registration Statement.

            (h) Prior to any public offering of the Securities pursuant to any
      Registration Statement the Company shall register or qualify or cooperate
      with the Holders of the Securities included therein and their respective
      counsel in connection with the registration or qualification of the
      Securities for offer and sale under the securities or "blue sky" laws of
      such states of the United States as any Holder of the Securities
      reasonably requests in writing and do any and all other acts or things
      necessary or advisable to enable the offer and sale in such jurisdictions
      of the Securities covered by such Registration Statement; provided,
      however, that the Company shall not be required to (i) qualify generally
      to do business in any jurisdiction where it is not then so qualified or
      (ii) take any action which would subject it to general service of process
      or to taxation in any jurisdiction where it is not then so subject.

            (i) The Company shall cooperate with the Holders of the Securities
      to facilitate the timely preparation and delivery of certificates
      representing the Securities to be sold pursuant to any Registration
      Statement free of any restrictive legends and in such denominations and
      registered in such names as the Holders may request a reasonable period of
      time prior to sales of the Securities pursuant to such Registration
      Statement.

            (j) Upon the occurrence of any event contemplated by paragraphs (ii)
      through (v) of Section 3(b) above during the period for which the Company
      is required to maintain an effective Registration Statement, the Company
      shall promptly prepare and file a post-effective amendment to the
      Registration Statement or a supplement to the related prospectus and any
      other required document so that, as thereafter delivered to Holders of the
      Securities or purchasers of Securities, the prospectus will not contain an
      untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading.
      If the Company notifies the Initial Purchasers, the Holders of the
      Securities and any known Participating Broker-Dealer in accordance with
      paragraphs (ii) through (v) of Section 3(b) above to suspend the use of
      the prospectus until the requisite changes to the prospectus have been
      made, then the Initial Purchasers, the Holders of the Securities and any
      such Participating Broker-Dealers shall suspend use of such prospectus,
      and the period of effectiveness of the Shelf Registration Statement
      provided for in Section 2(b) above and the Exchange Offer Registration
      Statement provided for in Section 1 above shall each be extended by the
      number of days from and including the date of the giving of such notice to
      and including the date when the Initial Purchasers, the Holders of the
      Securities and any known Participating Broker-Dealer shall have received
      such amended or supplemented prospectus pursuant to this Section 3(j).

            (k) Not later than the effective date of the applicable Registration
      Statement, the Company will provide a CUSIP number for the Initial
      Securities, the Exchange Securities or the Private Exchange Securities, as
      the case may be, and provide the applicable trustee with printed


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      certificates for the Initial Securities, the Exchange Securities or the
      Private Exchange Securities, as the case may be, in a form eligible for
      deposit with The Depository Trust Company.

            (l) The Company will comply with all rules and regulations of the
      Commission to the extent and so long as they are applicable to the
      Registered Exchange Offer or the Shelf Registration and will make
      generally available to its security holders (or otherwise provide in
      accordance with Section 11(a) of the Securities Act) an earnings statement
      satisfying the provisions of Section 11(a) of the Securities Act, no later
      than 45 days after the end of a 12-month period (or 90 days, if such
      period is a fiscal year) beginning with the first month of the Company's
      first fiscal quarter commencing after the effective date of the
      Registration Statement, which statement shall cover such 12-month period.

            (m) The Company shall cause the Indenture to be qualified under the
      Trust Indenture Act of 1939, as amended, in a timely manner and containing
      such changes, if any, as shall be necessary for such qualification. In the
      event that such qualification would require the appointment of a new
      trustee under the Indenture, the Company shall appoint a new trustee
      thereunder pursuant to the applicable provisions of the Indenture.

            (n) The Company may require each Holder of Securities to be sold
      pursuant to the Shelf Registration Statement to furnish to the Company
      such information regarding the Holder and the distribution of the
      Securities as the Company may from time to time reasonably require for
      inclusion in the Shelf Registration Statement, and the Company may exclude
      from such registration the Securities of any Holder that unreasonably
      fails to furnish such information within a reasonable time after receiving
      such request.

            (o) The Company shall enter into such customary agreements
      (including, if requested, an underwriting agreement in customary form) and
      take all such other action, if any, as any Holder of the Securities shall
      reasonably request in order to facilitate the disposition of the
      Securities pursuant to any Shelf Registration.

            (p) In the case of any Shelf Registration, the Company shall (i)
      make reasonably available for inspection by the Holders of the Securities,
      any underwriter participating in any disposition pursuant to the Shelf
      Registration Statement and any attorney, accountant or other agent
      retained by the Holders of the Securities or any such underwriter all
      relevant financial and other records, pertinent corporate documents and
      properties of the Company and (ii) cause the Company's officers,
      directors, employees, accountants and auditors to supply all relevant
      information reasonably requested by the Holders of the Securities or any
      such underwriter, attorney, accountant or agent in connection with the
      Shelf Registration Statement, in each case, as shall be reasonably
      necessary to enable such persons, to conduct a reasonable investigation
      within the meaning of Section 11 of the Securities Act; provided, however,
      that the foregoing inspection and information gathering shall be
      coordinated on behalf of the Initial Purchasers by you, and on behalf of
      the other parties, by one counsel designated by and on behalf of such
      other parties as described in Section 4 hereof.

            (q) In the case of any Shelf Registration, the Company, if requested
      by any Holder of Securities covered thereby, shall cause (i) its counsel
      to deliver an opinion and updates thereof relating to the Securities in
      customary form addressed to such Holders and the managing underwriters, if
      any, thereof and dated, in the case of the initial opinion, the effective
      date of such Shelf Registration Statement (it being agreed that the
      matters to be covered by such opinion shall include, without limitation,
      the due incorporation and good standing of the Company and its
      subsidiaries; the qualification of the Company and its subsidiaries to
      transact business as foreign


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      corporations; the due authorization, execution and delivery of the
      relevant agreement of the type referred to in Section 3(o) hereof; the due
      authorization, execution, authentication and issuance, and the validity
      and enforceability, of the applicable Securities; the absence of material
      legal or governmental proceedings involving the Company and its
      subsidiaries; the absence of governmental approvals required to be
      obtained in connection with the Shelf Registration Statement, the offering
      and sale of the applicable Securities, or any agreement of the type
      referred to in Section 3(o) hereof; the compliance as to form of such
      Shelf Registration Statement and any documents incorporated by reference
      therein and of the Indenture with the requirements of the Securities Act
      and the Trust Indenture Act, respectively; and, as of the date of the
      opinion and as of the effective date of the Shelf Registration Statement
      or most recent post-effective amendment thereto, as the case may be, the
      absence from such Shelf Registration Statement and the prospectus included
      therein, as then amended or supplemented, and from any documents
      incorporated by reference therein of an untrue statement of a material
      fact or the omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein not misleading
      (in the case of any such documents, in the light of the circumstances
      existing at the time that such documents were filed with the Commission
      under the Exchange Act); (ii) its officers to execute and deliver all
      customary documents and certificates and updates thereof requested by any
      underwriters of the applicable Securities and (iii) its independent public
      accountants and the independent public accountants with respect to any
      other entity for which financial information is provided in the Shelf
      Registration Statement to provide to the selling Holders of the applicable
      Securities and any underwriter therefor a comfort letter in customary form
      and covering matters of the type customarily covered in comfort letters in
      connection with primary underwritten offerings, subject to receipt of
      appropriate documentation as contemplated, and only if permitted, by
      Statement of Auditing Standards No. 72.

            (r) In the case of the Registered Exchange Offer, if requested by
      any Initial Purchaser or any known Participating Broker-Dealer, the
      Company shall cause (i) its counsel to deliver to such Initial Purchaser
      or such Participating Broker-Dealer a signed opinion in the form set forth
      in Section 6(d)-(g) of the Purchase Agreement with such changes as are
      customary in connection with the preparation of a Registration Statement
      and (ii) its independent public accountants and the independent public
      accountants with respect to any other entity for which financial
      information is provided in the Registration Statement to deliver to such
      Initial Purchaser or such Participating Broker-Dealer a comfort letter, in
      customary form, meeting the requirements as to the substance thereof as
      set forth in Sections 6(a), (b), (j) and (k) of the Purchase Agreement,
      with appropriate date changes.

            (s) If a Registered Exchange Offer or a Private Exchange is to be
      consummated, upon delivery of the Initial Securities by Holders to the
      Company (or to such other Person as directed by the Company) in exchange
      for the Exchange Securities or the Private Exchange Securities, as the
      case may be, the Company shall mark, or caused to be marked, on the
      Initial Securities so exchanged that such Initial Securities are being
      canceled in exchange for the Exchange Securities or the Private Exchange
      Securities, as the case may be; in no event shall the Initial Securities
      be marked as paid or otherwise satisfied.

            (t) The Company will use its best efforts to (a) if the Initial
      Securities have been rated prior to the initial sale of such Initial
      Securities, confirm such ratings will apply to the Securities covered by a
      Registration Statement, or (b) if the Initial Securities were not
      previously rated, cause the Securities covered by a Registration Statement
      to be rated with the appropriate rating agencies, if so requested by
      Holders of a majority in aggregate principal amount of Securities covered
      by such Registration Statement, or by the managing underwriters, if any.


                                       9
<PAGE>   10

            (u) In the event that any broker-dealer registered under the
      Exchange Act shall underwrite any Securities or participate as a member of
      an underwriting syndicate or selling group or "assist in the distribution"
      (within the meaning of the Conduct Rules (the "Rules") of the National
      Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
      Holder of such Securities or as an underwriter, a placement or sales agent
      or a broker or dealer in respect thereof, or otherwise, the Company will
      assist such broker-dealer in complying with the requirements of such
      Rules, including, without limitation, by (i) if such Rules, including Rule
      2720, shall so require, engaging a "qualified independent underwriter" (as
      defined in Rule 2720) to participate in the preparation of the
      Registration Statement relating to such Securities, to exercise usual
      standards of due diligence in respect thereto and, if any portion of the
      offering contemplated by such Registration Statement is an underwritten
      offering or is made through a placement or sales agent, to recommend the
      yield of such Securities, (ii) indemnifying any such qualified independent
      underwriter to the extent of the indemnification of underwriters provided
      in Section 5 hereof and (iii) providing such information to such
      broker-dealer as may be required in order for such broker-dealer to comply
      with the requirements of the Rules.

            (v) The Company shall use its best efforts to take all other steps
      necessary to effect the registration of the Securities covered by a
      Registration Statement contemplated hereby.

      4. Registration Expenses. (a) All expenses incident to the Company's
performance of and compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement is ever filed or becomes
effective, including without limitation;

            (i) all registration and filing fees and expenses;

            (ii) all fees and expenses of compliance with federal securities and
      state "blue sky" or securities laws;

            (iii) all expenses of printing (including printing certificates for
      the Securities to be issued in the Registered Exchange Offer and the
      Private Exchange and printing of Prospectuses), messenger and delivery
      services and telephone;

            (iv) all fees and disbursements of counsel for the Company;

            (v) all application and filing fees in connection with listing the
      Exchange Securities on a national securities exchange or automated
      quotation system pursuant to the requirements hereof, and

            (vi) all fees and disbursements of independent certified public
      accountants of the Company (including the expenses of any special audit
      and comfort letters required by or incident to such performance).

The Company will bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.

      (b) In connection with any Registration Statement required by this
Agreement, the Company will reimburse the Initial Purchasers and the Holders of
Transfer Restricted Securities who are tendering Initial Securities in the
Registered Exchange Offer and/or selling or reselling Securities pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements (up to $10,000) of


                                       10
<PAGE>   11

not more than one counsel, who shall be Weil, Gotshal & Manges LLP unless
another firm shall be chosen by the Holders of a majority in principal amount of
the Transfer Restricted Securities for whose benefit such Registration Statement
is being prepared.

      5. Indemnification. (a) The Company agrees to indemnify and hold harmless
each Holder of the Securities, any Participating Broker-Dealer and each person,
if any who controls such Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "Indemnified Parties") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof, provided, however, that
(i) the Company shall not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration in reliance
upon and in conformity with written information pertaining to such Holder and
furnished to the Company by or on behalf of such Holder specifically for
inclusion therein and (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus relating
to a Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder or Participating
Broker-Dealer from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered by such Holder or
Participating Broker-Dealer under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not sent or
given to such person, at or prior to the written confirmation of the sale of
such Securities to such person, a copy of the final prospectus if the Company
had previously furnished copies thereof to such Holder or Participating
Broker-Dealer; provided further, however, that this indemnity agreement will be
in addition to any liability which the Company may otherwise have to such
Indemnified Party. The Company shall also indemnify underwriters, their officers
and directors and each person who controls such underwriters within the meaning
of the Securities Act or the Exchange Act to the same extent as provided above
with respect to the indemnification of the Holders of the Securities if
requested by such Holders.

      (b) Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Company or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to


                                       11
<PAGE>   12

such Holder and furnished to the Company by or on behalf of such Holder
specifically for inclusion therein; and, subject to the limitation set forth
immediately preceding this clause, shall reimburse, as incurred, the Company for
any legal or other expenses reasonably incurred by the Company or any such
controlling person in connection with investigating or defending any loss,
claim, damage, liability or action in respect thereof. This indemnity agreement
will be in addition to any liability which such Holder may otherwise have to the
Company or any of its controlling persons.

      (c) Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. In case any such action is
brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof the indemnifying party will not be liable to such
indemnified party under this Section 5 for any legal or other expenses, other
than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes an
unconditional release of such indemnified party from all liability on any claims
that are the subject matter of such action, and does not include a statement as
to or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.

      (d) If the indemnification provided for in this Section 5 is unavailable
or insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the exchange of the Securities, pursuant to
the Registered Exchange Offer, or (ii) if the allocation provided by the
foregoing clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the indemnifying party or parties on
the one hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties' relative intent, knowledge. access to information and
opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such
Holders from the sale of the Securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required to
pay by reason of


                                       12
<PAGE>   13

such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
paragraph (d), each person, if any, who controls such indemnified party within
the meaning of the Securities Act or the Exchange Act shall have the same rights
to contribution as such indemnified party and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act shall
have the same rights to contribution as the Company.

      (e) The agreements contained in this Section 5 shall survive the sale of
the Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.

      6. Additional Interest Under Certain Circumstances. (a) Additional
interest (the "Additional Interest") with respect to the Securities shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (iv) below being herein called a "Registration Default"):

      (i)   any Registration Statement required by this Agreement is not filed
            with the Commission on or prior to the applicable Filing Deadline;

      (ii)  any Registration Statement required by this Agreement is not
            declared effective by the Commission on or prior to the applicable
            Effectiveness Deadline;

      (iii) the Registered Exchange Offer has not been consummated on or prior
            to the Consummation Deadline; or

      (iv)  any Registration Statement required by this Agreement has been
            declared effective by the Commission but (A) such Registration
            Statement thereafter ceases to be effective or (B) such Registration
            Statement or the related prospectus ceases to be usable in
            connection with resales of Transfer Restricted Securities during the
            periods specified herein because either (1) any event occurs as a
            result of which the related prospectus forming part of such
            Registration Statement would include any untrue statement of a
            material fact or omit to state any material fact necessary to make
            the statements therein in the light of the circumstances under which
            they were made not misleading, or (2) it shall be necessary to amend
            such Registration Statement or supplement the related prospectus, to
            comply with the Securities Act or the Exchange Act or the respective
            rules thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission.

      Additional Interest shall accrue on the Securities over and above the
interest set forth in the title of the Securities from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured, at a rate of 0.50% per
annum (the "Additional Interest Rate") for the first 90-day period immediately
following the occurrence of such Registration Default. The Additional Interest
Rate shall increase by an additional 0.50% per annum with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum Additional Interest Rate of 2.0% per annum.


                                       13
<PAGE>   14

      (b) A Registration Default referred to in Section 6(a)(iv) hereof shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of(x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (y) other material events, with respect
to the Company that would need to be described in such Shelf Registration
Statement or the related prospectus and (ii) in the case of clause (y), the
Company is proceeding promptly and in good faith to amend or supplement such
Shelf Registration Statement and related prospectus to describe such events;
provided, however, that in any case if such Registration Default occurs for a
continuous period in excess of 30 days, Additional Interest shall be payable in
accordance with the above paragraph from the day such Registration Default
occurs until such Registration Default is cured.

      (c) Any amounts of Additional Interest due pursuant to Section 6(a) will
be payable in cash on the regular interest payment dates with respect to the
Securities. The amount of Additional Interest will be determined by multiplying
the applicable Additional Interest Rate by the principal amount of the
Securities and further multiplied by a fraction, the numerator of which is the
number of days such Additional Interest Rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.

      (d) "Transfer Restricted Securities" means each Security until (i) the
date on which such Security has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of an Initial Security for an Exchange Note, the date on which
such Exchange Note is sold to a purchaser who receives from such broker-dealer
on or prior to the date of such sale a copy of the prospectus contained in the
Exchange Offer Registration Statement, (iii) the date on which such Security has
been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iv) the date on which such
Security is distributed to the public pursuant to Rule 144 under the Securities
Act or is saleable pursuant to Rule 144(k) under the Securities Act.

      7. Rules 144 and 144A. The Company shall use its best efforts to file the
reports required to be filed by it under the Securities Act and the Exchange Act
in a timely manner and, if at any time the Company is not required to file such
reports, it will, upon the request of any Holder of Securities, make publicly
available other information so long as necessary to permit sales of their
securities pursuant to Rules 144 and 144A. The Company covenants that it will
take such further action as any Holder of Securities may reasonably request, all
to the extent required from time to time to enable such Holder to sell
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)). The Company will provide a copy of this Agreement to
prospective purchasers of Initial Securities identified to the Company by the
Initial Purchasers upon request. Upon the request of any Holder of Initial
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements. Notwithstanding the foregoing,
nothing in this Section 7 shall be deemed to require the Company to register any
of its securities pursuant to the Exchange Act.

      8. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("Managing Underwriters") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.


                                       14
<PAGE>   15

      No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

      9. Miscellaneous.

      (a) Remedies. The Company acknowledges and agrees that any failure by the
Company to comply with its obligations under Section 1 and 2 hereof may result
in material irreparable injury to the Initial Purchasers or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Sections 1 and
2 hereof. The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

      (b) No Inconsistent Agreements. The Company will not on or after the date
of this Agreement enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

      (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.

      (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:

            (1) if to a Holder of the Securities, at the most current address
given by such Holder to the Company.

            (2) if to the Initial Purchasers:

                     Credit Suisse First Boston Corporation
                     Eleven Madison Avenue
                     New York, NY 10010-3629
                     Fax No.: (212) 325-8278
                     Attention: Transactions Advisory Group

                with a copy to:

                     Weil, Gotshal & Manges LLP
                     767 Fifth Avenue
                     New York, NY 10153
                     Fax No.: (212) 310-8007
                     Attention: Matthew D. Bloch, Esq.


                                       15
<PAGE>   16

            (3) if to the Company, at its address as follows:

                     c/o Warner Chilcott, Inc.
                     Rockaway 80 Corporate Center
                     100 Enterprise Drive, Suite 280
                     Rockaway, NJ 07866
                     Fax No.: (973) 442-3362
                     Attention: Paul S. Herendeen

                with a copy to:

                     Kirkland & Ellis
                     153 East 53rd Street
                     New York, NY 10022-4675
                     Fax No.: (212) 446-4900
                     Attention: Frederick Tanne, Esq.

                  All such notices and communications shall be deemed to have
            been duly given: at the time delivered by hand, if personally
            delivered; three business days after being deposited in the mail,
            postage prepaid, if mailed; when receipt is acknowledged by
            recipient's facsimile machine operator, if sent by facsimile
            transmission; and on the day delivered, if sent by overnight air
            courier guaranteeing next day delivery.

      (e) Third Party Beneficiaries. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder.

      (f) Successors and Assigns. This Agreement shall be binding upon the
Company and its successors and assigns.

      (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

      (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

      (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

      4) Severability. If any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.

      (k) Securities Held by the Company. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are


                                       16
<PAGE>   17

deemed to be affiliates solely by reason of their holdings of such Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

      (l) Agent for Service; Submission to Jurisdiction; Waiver of Immunities.
By the execution and delivery of this Agreement, the Company (i) acknowledges
that it has, by separate written instrument, irrevocably designated and
appointed Kirkland & Ellis, with offices on the date hereof located at 153 East
53rd Street, New York, NY 10022 (and any successor entity), as its authorized
agent upon which process may be served in any suit or proceeding arising out of
or relating to this Agreement that may be instituted in any federal or state
court in the State of New York or brought under federal or state securities
laws, and acknowledges that Kirkland & Ellis accepted such designation, (ii)
submits to the nonexclusive jurisdiction of any such court in any such suit or
proceeding, and (iii) agrees that service of process upon Kirkland & Ellis
written notice of said service to the Company shall be deemed in every respect
effective service of process upon it in any such suit or proceeding. The Company
further agrees to take any and all action, including the execution and filing of
any and all such documents and instruments, as may be necessary to continue such
designation and appointment of Kirkland & Ellis full force and effect so long as
any of the Securities shall be outstanding. To the extent that the Company may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service of notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) with respect to itself or its
property, it hereby irrevocably waives such immunity in respect of this
Agreement, to the fullest extent permitted by law.

      (m) Judgment Currency. The Company hereby covenants and agrees that the
following provisions shall apply to conversion of currency in the case of the
Initial Securities, the Exchange Securities and the Private Exchange Securities
and this Agreement:

            (i) If for the purpose of obtaining judgment in, or enforcing the
      judgment of, any court in any country other than the United States, it
      becomes necessary to convert into any other currency (the "judgment
      currency") an amount due in United States Dollars, then the conversion
      shall be made at the rate of exchange prevailing on the Business Day
      before the day which judgment is given or the order of enforcement is
      made, as the case may be. The term "rate(s) of exchange" shall mean the
      rate at which the Initial Purchasers are able or would have been able on
      the relevant date to purchase at such money center bank in the City of New
      York as the Initial Purchasers designate at such time, United States
      Dollars with judgment currency above and includes any premiums and costs
      of exchange payable.

            (ii) The Company hereby agrees to indemnify the Initial Purchasers,
      each Holder, if any, and each Indemnified Party against any loss incurred
      by any of them as a result of any judgment or order being given or made
      for any amount due under this Agreement and the Initial Securities, the
      Exchange Securities and the Private Exchange Securities and such judgment
      or order being expressed and paid in the judgment currency and as a result
      of any variation as between (i) the rate of exchange at which the United
      States Dollar amount is converted into the judgment currency for the
      purpose of such judgment or order and (ii) the spot rate of exchange in
      the City of New York at which the Company on the date of payment of
      judgment or order is able to purchase United States Dollars with the
      amount of the judgment currency actually paid by the Company. The
      foregoing indemnity shall continue in full force and effect
      notwithstanding any such judgment or order as aforesaid. The term "spot
      rate of exchange" shall include any premiums and costs of exchange payable
      in connection with the purchase of, or conversion into, United States
      Dollars.


                                       17
<PAGE>   18

      (n) All calculations under this Agreement based on amounts which are
initially in Irish Pounds will be converted into United States Dollars based on
the rate of exchange in effect on the date of calculation and vice versa.

      (o) Joint and Several Obligations. The obligations of the Issuer and the
Guarantor under this Agreement shall be joint and several.

      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Issuer a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the several Initial Purchasers, the Issuer and the Guarantor in accordance
with its terms.

                                     Very truly yours,

                                     WARNER CHILCOTT, INC.

                                     By:/s/James G. Andress

                                     WARNER CITHLCOTT PUBLIC LIMITED
                                      COMPANY


                                     By:/s/Beth P. Hecht

The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

CREDIT SUISSE FIRST BOSTON CORPORATION

Acting on behalf of itself
and as the Representative
of the several Initial Purchasers

By: CREDIT SUISSE FIRST BOSTON CORPORATION

By: /s/M. Roderick Rivera


                                       18