On November 19, 2009, Warner Chilcott plc (the "Company") entered into an underwriting agreement (the "Underwriting Agreement"), a copy of which is attached hereto as Exhibit 1.1, with Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., as representatives of the several underwriters named in Schedule I thereto, and the selling shareholders named therein, pursuant to which the selling shareholders agreed to sell to the underwriters 23,000,000 ordinary shares of the Company, par value $0.01 per share (the "Shares") at a price of $21.4157 per share, including 3,000,000 ordinary shares of the Company to be sold to the underwriters pursuant to the underwriters' exercise, on November 23, 2009, of their option to purchase such shares under the Underwriting Agreement. The Shares are expected to be delivered against payment therefor on November 25, 2009.

The offering of the Shares was registered under the Securities Act of 1933, as amended, pursuant to the Company's shelf registration statement on Form S-3 File No. 333-163079 (the "Registration Statement"). The above description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is incorporated herein by reference and is attached to this Current Report on Form 8-K as Exhibit 1.1. In addition, the Underwriting Agreement is incorporated by reference as an exhibit to the Registration Statement.

In connection with the offering of the Shares described in Item 1.01 herein, on November 24, 2009, the Company and certain of the other parties to the Amended and Restated Shareholders Agreement, dated as of March 31, 2005, by and among the Company, Warner Chilcott Limited (f/k/a Warner Chilcott Holdings Company, Limited), Warner Chilcott Holdings Company II, Limited, Warner Chilcott Holdings Company III, Limited and certain other persons named therein (as amended, the "Shareholders Agreement"), entered into a waiver of the Shareholders Agreement (the "Waiver"). A copy of the Waiver is incorporated herein by reference and is attached to this Current Report on Form 8-K as Exhibit 4.1.

(d) Exhibits

Exhibit No.                                  Description

    1.1           Underwriting Agreement, dated as of November 19, 2009, among
                  Warner Chilcott plc, Goldman, Sachs & Co., Morgan Stanley & Co.
                  Incorporated, Credit Suisse Securities (USA) LLC and J.P. Morgan
                  Securities Inc., as representatives of the several underwriters
                  named in Schedule I thereto and the selling shareholders named
                  therein

    4.1           Waiver of the Amended and Restated Shareholders Agreement, dated
                  as of November 24, 2009, by and among Warner Chilcott plc, Warner
                  Chilcott Limited (f/k/a Warner Chilcott Holdings Company,
                  Limited), Warner Chilcott Holdings Company II, Limited, Warner
                  Chilcott Holdings Company III, Limited and certain other persons
                  named therein to the Amended and Restated Management Shareholders
                  Agreement, dated as of March 31, 2005