CORRESP 1 filename1.htm Correspondence
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LOGO   
Michael Kaplan   

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

  

212 450 4111 tel

212 701 5111 fax

michael.kaplan@davispolk.com

 

Re:   

Warner Chilcott Limited

Form 10-K for the Fiscal Year Ended December 31, 2008

   Definitive Proxy Statement on Schedule 14A filed April 8, 2008
   File No. 001-33039

September 15, 2009

Jeffrey Riedler, Assistant Director

Scot Foley, Staff Attorney

Suzanne Hayes, Legal Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Riedler:

Warner Chilcott plc (as successor to Warner Chilcott Limited, the “Company”) has received the Staff’s comment contained in a letter to the Company dated September 2, 2009. Set forth below is the Company’s response to the Staff’s comment. For your convenience, the Staff’s comment is set forth in italics before the response.

Item 1. Business, page 1

Manufacturing, Supply and Raw Materials, page 11

 

1. Staff’s comment: We note your response to Comment 2. As more than 10% of your revenues are dependent from the sale of DORYX, it remains our presumption that you are substantially dependent on the manufacturing agreement with Mayne Pharma International Pty. Ltd. We do not consider the illustrative examples cited in your response to be exhaustive. However, our presumption is rebuttable. For example, if you believe you could easily replace Mayne with other parties able to manufacture DORYX, we would be more inclined to concur that you are not substantially dependent on this agreement. Therefore, our comment is reissued. Please either continue to file the agreement as an exhibit or present us with a further analysis supporting your determination that you are not substantially dependent on the agreements, including whether or not you believe another third-party manufacturer for DORYX could be easily found and the basis for this belief.

Response: The Company respectfully submits that it continues to disagree with the Staff’s interpretation of Item 601(b)(10)(i) and its view that the Company’s agreement with Mayne regarding DORYX is required to be filed as an exhibit to the Company’s SEC filings. However, in the interest of resolving this matter, the Company will continue to file the DORYX


Jeffrey Riedler    September 15, 2009    pg. 2

 

agreement and any material amendment to the DORYX agreement for so long as revenues from DORYX comprise more than 10% of the Company’s revenues.

Please note that all fax correspondence should be sent to me at fax number (212) 701-5111. If you have general questions or comments, please contact me at (212) 450-4111.

 

Sincerely,

/s/ Michael Kaplan

Michael Kaplan

 

cc: Izumi Hara

Ryan Sullivan