WARNER CHILCOTT CORPORATION as the Issuer The Guarantors Named Herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of December 30, 2009

Exhibit 99.2

EXECUTION COPY

XXXXXX XXXXXXXX CORPORATION

as the Issuer

The Guarantors Named Herein

and

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

SEVENTH SUPPLEMENTAL INDENTURE

Dated as of December 30, 2009

8  ³/4% Senior Subordinated Notes due 2015

This Supplemental Indenture, dated as of December 30, 2009 (this “Supplemental Indenture”), among Xxxxxx Xxxxxxxx Corporation (together with its successors and assigns, the “Company”), the guarantors under the Indenture referred to below (collectively, the “Guarantors”) and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of January 18, 2005 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 8  ³/4% Senior Subordinated Notes due 2015 of the Company (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides that the Issuer, the Guarantors and the Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), may amend or supplement the Indenture or the Notes without notice to any other Holders;

WHEREAS, in connection with a tender offer for Notes (the “Tender Offer”) and by means of an Offer to Purchase and Consent Solicitation Statement (the “Statement”) dated as of December 15, 2009, the Company has solicited the consents of Holders of the Notes to certain proposed amendments to the Indenture (“the Proposed Amendments”);

WHEREAS, holders of a majority in aggregate principal amount of the outstanding Notes have provided their valid consent, in writing, to the Proposed Amendments; and

WHEREAS, the Company and the Guarantors, pursuant to the foregoing authority, propose in and by this Supplemental Indenture to amend the Indenture and have requested that the Trustee join in the execution of this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE I

Definitions

SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Amendments

SECTION 2.1 Effective as of the Amendment Effective Date (as defined below):

(a) the following sections of the Indenture shall be deleted and the corresponding provisions in the Notes shall be deemed to be deleted in their entirety and replaced with the phrase “Intentionally Omitted”:

Existing Section Number		Caption or Description
Section 4.04 in its entirety		Payment of Taxes and Other Claims
Section 4.05 in its entirety		Maintenance of Properties and Insurance
Section 4.06 in its entirety		Compliance Certificate; Notice of Default
Section 4.08 in its entirety		Waiver of Stay, Extension or Usury Laws
Section 4.09 in its entirety		Change of Control
Section 4.10 in its entirety		Incurrence of Indebtedness and Issuance of Preferred Stock
Section 4.11 in its entirety		Restricted Payments
Section 4.12 in its entirety		Liens
Section 4.13 in its entirety		Asset Sales
Section 4.14 in its entirety		Transactions with Affiliates
Section 4.15 in its entirety		Dividend and Other Payment Restrictions Affecting Subsidiaries

Section 4.16 in its entirety		Additional Guarantees
Section 4.17 in its entirety		Reports to Holders
Section 4.18 in its entirety		Limitations on Layering
Section 4.19 in its entirety		Business Activities
Section 5.01(a)(4)		Certain restrictions on merger, consolidation or sale of assets
Section 6.01(4)		Events of default
Section 6.01(7)		Events of default
Section 6.01(8)		Events of default

(b) Any definitions used exclusively in the provisions of the Indenture listed in Paragraph (a) of this Section 2.1 shall be deleted in their entirety from the Indenture and the Notes and all references to paragraphs, sections, articles or other terms or provisions of the Indenture listed in Paragraph (a) of this Section 2.1 shall be deleted in their entirety from the Indenture and the Notes. Any provision contained in the Notes that relates to any provision of the Indenture as amended shall likewise be amended so that any such provision contained in the Notes will conform to and be consistent with any provision of the Indenture as amended.

SECTION 2.2 From and as of the Amendment Effective Date, no default related to the sections deleted by Section 2.1 of this Supplemental Indenture shall constitute an Event of Default.

SECTION 2.3 Effective as of the Amendment Effective Date, Section 6.01(3) of the Indenture shall be amended and restated in its entirety as follows:

“the Issuer defaults in the performance of the covenant found in Section 4.03 of this Indenture.”

ARTICLE III

Effectiveness

Section 3.1 Effectiveness. This Supplemental Indenture shall become effective upon execution by the Company, the Guarantors and the Trustee. As used herein, the “Amendment Effective Date” shall mean the date that the Company delivers written notice to the Trustee that consents have been received

from Holders of at least a majority of the then outstanding aggregate principal amount of Notes and the related Notes have been accepted for purchase in the Tender Offer.

Miscellaneous

SECTION 3.1 Notices. All notices and other communications to each Guarantor shall be given as provided in the Indenture.

SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 4.3 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 4.4 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 4.5 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

SECTION 4.6 Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute one and the same agreement.

SECTION 4.7 Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only, are not part of this Supplemental Indenture and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

SECTION 4.8 Submission to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in New York City, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Supplemental Indenture. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon it and may be enforced in any other courts to whose jurisdiction it is or may be subject by suit upon such judgment.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and made effective as of the date first above written.

XXXXXX XXXXXXXX CORPORATION
By:		/s/ Izumi Hara
Name:		Izumi Hara
Title:		Senior Vice President, General Counsel and Corporate Secretary

[Signature Page for Seventh Supplemental Indenture]

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Vice President

[Signature Page for Seventh Supplemental Indenture]

XXXXXX XXXXXXXX PLC, as a Guarantor
By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Vice President, UK Operations

[Signature Page for Seventh Supplemental Indenture]

XXXXXX XXXXXXXX HOLDINGS COMPANY III, LIMITED, as a Guarantor
By:		/s/ Izumi Hara
Name:		Izumi Hara
Title:		Senior Vice President, General Counsel and Corporate Secretary
XXXXXX XXXXXXXX (US), LLC, as a Guarantor
By:		/s/ Izumi Hara
Name:		Izumi Hara
Title:		Senior Vice President, General Counsel and Corporate Secretary
XXXXXX XXXXXXXX LIMITED, as a Guarantor
By:		/s/ Izumi Hara
Name:		Izumi Hara
Title:		Senior Vice President, General Counsel and Corporate Secretary

[Signature Page for Seventh Supplemental Indenture]

PROCTER & XXXXXX PHARMACEUTICALS S.A X.X as a Guarantor
By:		/s/ Xxxxx Xxxxxxxxxxxxx
Name:		Xxxxx Xxxxxxxxxxxxx
Title:		Director

[Signature Page for Seventh Supplemental Indenture]

PROCTER & XXXXXX PHARMACEUTICALS-GERMANY GMBH, as a Guarantor
By:		/s/ Xxxxxx Xxxxxx Cross
Name:		Xxxxxx Xxxxxx Cross
Title:		Director

[Signature Page for Seventh Supplemental Indenture]

PRESENT when the common seal of				/s/ Dermot Xxxxxx
XXXXX (CHEMICALS) LIMITED				DIRECTOR Xxxxxx Xxxxxx
was affixed hereto:-
				/s/ Xxxxxx Xxxxx
				DIRECTOR Xxxxxx Xxxxx
Witness’s signature:
Name:
Address:
Occupation:
PRESENT when the common seal of				/s/ Xxxxxx Xxxxxx
XXXXXX XXXXXXXX INTERMEDIATE				DIRECTOR Xxxxxx Xxxxxx
(IRELAND) LIMITED
was affixed hereto:-
				/s/ Xxxxxx Xxxxx
				DIRECTOR Xxxxxx Xxxxx
Witness’s signature:
Name:
Address:
Occupation:

[Signature Page for Seventh Supplemental Indenture]

XXXXXX XXXXXXXX ITALY S.R.L., as a Guarantor
By:		/s/ Izumi Hara
Name:		Izumi Hara
Title:		Director

[Signature Page for Seventh Supplemental Indenture]

XX XXXXX HOLDINGS S.A X.X., as a Guarantor
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Manager
XX XXXXX S.A X.X. , as a Guarantor
/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Manager
XXXXXX XXXXXXXX INTERMEDIATE (LUXEMBOURG) S.A X.X. , as a Guarantor
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Manager

[Signature Page for Seventh Supplemental Indenture]

XXXXXX XXXXXXXX ACQUISITION LIMITED, as a Guarantor
By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Director
XXXXXXXX UK LIMITED, as a Guarantor
By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Director
MILLBROOK (NI) LIMITED, as a Guarantor
By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Director
XXXXXX XXXXXXXX RESEARCH LABORATORIES LIMITED, as a Guarantor
By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Director
XXXXXX XXXXXXXX UK LIMITED, as a Guarantor
By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Director

[Signature Page for Seventh Supplemental Indenture]

PROCTER & XXXXXX PHARMACEUTICALS UK Limited, as a Guarantor
By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Director

[Signature Page for Seventh Supplemental Indenture]

XXXXXX XXXXXXXX SALES (US) LLC, as a Guarantor
By:		Xxxxxx Xxxxxxxx Corporation as sole member
By:		/s/ Izumi Hara
Name:		Izumi Hara
Title:		Senior Vice President, General Counsel and Corporate Secretary

[Signature Page for Seventh Supplemental Indenture]

PROCTER & XXXXXX PHARMACEUTICALS N.V., as a Guarantor
By:		/s/ Xxxxx Xxxxxxxxxxxxx
Name:		Xxxxx Xxxxxxxxxxxxx
Title:		Director
PROCTER & XXXXXX PHARMACEUTICALS CANADA, as a Guarantor
By:		/s/ Xxxxx Xxxxxxxxxxxxx
Name:		Xxxxx Xxxxxxxxxxxxx
Title:		Director

[Signature Page for Seventh Supplemental Indenture]

PROCTER & XXXXXX PHARMACEUTICALS NEDERLAND B.V., as a Guarantor
By:		/s/ Izumi Hara
Name:		Izumi Hara
Title:		Director

[Signature Page for Seventh Supplemental Indenture]

WC NETHERLANDS HOLDINGS B.V., as a Guarantor
By:		/s/ C.A.L.A. Kerckhoffs
Name:		C.A.L.A. Kerckhoffs
Title:		Managing Director

[Signature Page for Seventh Supplemental Indenture]

PROCTER & XXXXXX PHARMACEUTICALS PUERTO RICO LLC, as a Guarantor
By:		/s/ Xxx Xxxxxx
Name:		Xxx Xxxxxx
Title:		Treasurer

[Signature Page for Seventh Supplemental Indenture]

PROCTER & XXXXXX PHARMACEUTICALS INC., as a Guarantor
By:		/s/ Xxxxx Xxxxxxxxxxxxx
Name:		Xxxxx Xxxxxxxxxxxxx
Title:		Director

[Signature Page for Seventh Supplemental Indenture]

XXXXXX XXXXXXXX COMPANY, LLC, as a Guarantor
By:		/s/ Xxx Xxxxxx
Name:		Xxx Xxxxxx
Title:		Senior Director and General Manager, Business Operations, Puerto Rico and Treasurer

[Signature Page for Seventh Supplemental Indenture]

WC PHARMACEUTICALS II LIMITED, as a Guarantor
By:		/s/ Xxxxxx Xxxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxxx Xxxxxx
Title:		Director

WC PHARMACEUTICALS I LIMITED, as a Guarantor
By:		/s/ Xxxxxx Xxxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxxx Xxxxxx
Title:		Director

[Signature Page for Seventh Supplemental Indenture]