Davis Polk & Wardwell LLP advised Warner Chilcott plc in connection with LEO Pharma’s repurchase of Warner Chilcott’s exclusive product licensing rights in the United States to its topical psoriasis treatments—Taclonex®, Taclonex Scalp®, Dovonex®—as well as rights to all products in LEO’s development pipeline, and purchase of all inventories of the products, for a one-time cash payment of $1 billion. Warner Chilcott is using a portion of the cash generated by the sale to repay and terminate its existing senior secured credit facilities ($480 million of which was outstanding on September 23, 2009). In addition, the proceeds will reduce the amount of financing necessary in connection with Warner Chilcott’s pending acquisition of Procter & Gamble Pharmaceuticals.

Warner Chilcott is a leading specialty pharmaceutical company currently focused on the women’s health care and dermatology segments of the U.S. pharmaceuticals market. It is a fully integrated company with internal resources dedicated to the development, manufacturing and promotion of its products. LEO Pharma is a research-based pharmaceutical company with headquarters in Denmark and 100%-owned by the LEO Foundation. LEO Pharma is a leading global company within topical dermatology and parenteral treatment of thromboembolic disorders that employs about 3,000 people in more than 40 countries.

The Davis Polk corporate team included partners George R. Bason Jr. and Michael Davis and associates James E. Elworth, Mark P. Holloway and Ryan Wesley Pakter. The financing team included partner Jason Kyrwood and associates Brianne M. Lucyk, Justin Goldblatt, Sarah M. Ryan, Dessislav Dobrev and Shakhi Majumdar. The tax team included partner Michael Mollerus and associate Arie Rubenstein. Partner Frank J. Azzopardi and associate Stefan Quick provided intellectual property advice. Counsel Betty M. Huber and associate Elisabeth Mountainspring provided environmental advice. Partner Ronan P. Harty provided antitrust advice. All members of the Davis Polk team are based in the New York office.