Obligation Teva Pharma Industries 1.7% ( US88166DAA46 ) en USD

Teva Pharma Industries

100 % ⇌

Israel

US88166DAA46 ( en USD )

1.7% par an ( paiement semestriel )

21/03/2014 - Obligation échue

Prospectus brochure de l'obligation Teva Pharmaceutical Industries US88166DAA46 en USD 1.7%, échue

2 000 USD

250 000 000 USD

88166DAA4

Teva Pharmaceutical Industries est une société pharmaceutique multinationale israélienne qui développe, fabrique et commercialise des médicaments génériques et des produits spécialisés à travers le monde.

L'Obligation émise par Teva Pharma Industries ( Israel ) , en USD, avec le code ISIN US88166DAA46, paye un coupon de 1.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/03/2014

L'Obligation émise par Teva Pharma Industries ( Israel ) , en USD, avec le code ISIN US88166DAA46, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Teva Pharma Industries ( Israel ) , en USD, avec le code ISIN US88166DAA46, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-155927
333-155927-02

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Amount to be
Amount of
Securities to be Registered

Registered

Registration Fee
Teva Pharmaceutical Finance III B.V. 1.700% Senior Notes due 2014

$250,000,000

$29,025.00(1)
Teva Pharmaceutical Industries Limited Guarantee of 1.700% Senior Notes due 2014

(2)

(2)
Teva Pharmaceutical Finance III B.V. Floating Rate Senior Notes due 2014

$500,000,000

$58,050.00(1)
Teva Pharmaceutical Industries Limited Guarantee of Floating Rate Senior Notes due 2014

(2)

(2)
Total

$87,075.00

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. A filing fee of $87,075 has been transmitted to the
SEC in connection with the securities offered from the registration statement (File No. 333-155927 and 333-155927-02) by means of this
prospectus supplement.
(2)
No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable
with respect to the guarantees being registered.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 4, 2008)

Teva Pharmaceutical Finance III B.V.

$250,000,000 1.700% Senior Notes due 2014
$500,000,000 Floating Rate Senior Notes due 2014
Payment of principal and interest unconditionally guaranteed by
Teva Pharmaceutical Industries Limited

This is an offering by Teva Pharmaceutical Finance III B.V. ("Teva Finance") of $250,000,000 of its 1.700% Senior Notes due 2014 (the
"fixed rate notes") and $500,000,000 of its Floating Rate Senior Notes due 2014 (the "floating rate notes" and together with the fixed rate notes,
the "notes"). The fixed rate notes will mature on March 21, 2014 and the floating rate notes will mature on March 21, 2014.
Teva Finance will pay interest on the fixed rate notes in arrears on March 21 and September 21 of each year, beginning September 21, 2011,
to the holders of record at the close of business on the preceding March 6 and September 6, respectively. Teva Finance will pay interest on the
floating rate notes quarterly in arrears on the 21st day of March, June, September and December of each year, beginning on June 21, 2011, to the
holders of record at the close of business on the 15th calendar day immediately preceding such interest payment date (whether or not a business
day). Payment of all principal and interest payable on the notes is unconditionally guaranteed by Teva Pharmaceutical Industries Limited ("Teva").
Teva Finance may redeem the fixed rate notes, in whole or in part, at any time or from time to time, on at least 20 days', but not more than
60 days', prior notice. The fixed rate notes will be redeemable at a redemption price equal to the greater of (1) 100% of the principal amount of the
fixed rate notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments (as defined herein) discounted on a
semi-annual basis, at a rate equal to the sum of the Treasury Rate plus 12.5 basis points, plus accrued and unpaid interest, if any, to the redemption
date. The floating rate notes will not be subject to redemption at Teva Finance's option (other than as set forth below in "Description of the Notes
and the Guarantees--Tax Redemption").
The notes will be unsecured senior obligations of Teva Finance, which is an indirect subsidiary of Teva, and the guarantees will be the
unsecured senior obligations of Teva. Teva intends to use the $747,780,000 of net proceeds from the offering to repay amounts outstanding under
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its unsecured credit facilities.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 of this prospectus supplement and page 3 of the
accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

Per Floating Rate
Per 1.700% Senior
Senior Note

Note due 2014

Total

due 2014

Total

Offering price(1)

99.942%
$249,855,000

100.000%
$500,000,000
Underwriting discount

0.250%
$
625,000

0.250%
$
1,250,000
Proceeds to Teva Finance (before expenses)

99.692%
$249,230,000

99.750%
$498,750,000

(1)
Plus accrued interest, if any, from March 21, 2011, if settlement occurs after that date.
The underwriters expect to deliver the notes on or about March 21, 2011.

Active Joint Book-Running Managers
Barclays Capital
Goldman, Sachs & Co.
Morgan Stanley

Passive Book-Running Managers
BNP PARIBAS
Citi
HSBC

Co-Managers

Credit Suisse
J.P. Morgan

The date of this prospectus supplement is March 16, 2011.
Table of Contents
We have not authorized anyone to provide any information or to make any representations other than those contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectuses we have
prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give
you. This prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement and the
accompanying prospectus is current only as of the respective dates of such documents.
This prospectus supplement and accompanying prospectus are only being distributed to and are only directed at (1) persons who are
outside the United Kingdom or (2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom they may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The
notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the notes will be engaged in
only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus supplement or the
accompanying prospectus.
This prospectus supplement and accompanying prospectus have been prepared on the basis that any offer of notes in any Member
State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made
pursuant to an exemption under Article 3, paragraph 2 of the Prospectus Directive from the requirement to publish a prospectus for offers
of notes. Accordingly any person making or intending to make an offer in that Relevant Member State of notes which are the subject of
the offering contemplated in this prospectus supplement may only do so in circumstances in which no obligation arises for Teva Finance or
any of the managers to publish a prospectus pursuant to Article 3, paragraph 1 of the Prospectus Directive, in each case, in relation to
such offer. Neither Teva Finance nor the managers have authorized, nor do they authorize, the making of any offer of notes in
circumstances in which an obligation arises for Teva Finance or the managers to publish a prospectus for such offer. The expression
Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the
expression 2010 PD Amending Directive means Directive 2010/73/EU.
In connection with the issue of the notes, the book-running managers (or persons acting on behalf of any of the book-running
managers) may over-allot notes or effect transactions with a view to supporting the market price of the notes at a level higher than that
which might otherwise prevail. However, there is no assurance that the joint book-running managers (or persons acting on behalf of a
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book-running manager) will undertake stabilization action. Such stabilizing, if commenced, may be discontinued at any time and, if begun,
must be brought to an end after a limited period. Any stabilization action or over-allotment must be conducted by the relevant book-
running managers (or persons acting on behalf of any book-running manager) in accordance with all applicable laws and rules.

Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Prospectus Supplement Summary
S-1
The Offering
S-3
Summary Selected Historical Financial Data of Teva
S-5
Risk Factors
S-7
Forward Looking Statements
S-10
Ratio of Earnings to Fixed Charges
S-11
Capitalization
S-12
Use of Proceeds
S-13
Description of the Notes and the Guarantees
S-14
United States Federal Income Tax Considerations
S-28
Curaçao Tax Issues
S-30
Israeli Tax Issues
S-31
Underwriting
S-32
Conflicts of Interest
S-35
Experts
S-37
Legal Matters
S-37
Where You Can Find More Information
S-37
Incorporation of Certain Documents by Reference
S-38
Prospectus

About this Prospectus

1
Teva Pharmaceutical Industries Limited

1
Finance Subsidiaries

2
Risk Factors

3
Forward Looking Statements

14
Ratio of Earnings to Fixed Charges

16
Price Range of ADSs and Ordinary Shares

16
Capitalization

19
Use of Proceeds

20
Description of Ordinary Shares

20
Description of American Depositary Shares

21
Description of Debt Securities and Guarantees

27
Description of Purchase Contracts

37
Description of Units

37
Description of Warrants

37
Taxation

38
Plan of Distribution

38
Experts

40
Legal Matters

41
Where You Can Find More Information

41
Enforcement of Civil Liabilities

43
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
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Final Prospectus Supplement
This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement and the
accompanying prospectus. This is not intended to be a complete description of the matters covered in this prospectus supplement and the
accompanying prospectus and is subject to, and qualified in its entirety by, reference to the more detailed information and financial
statements (including the notes thereto) included or incorporated by reference in this prospectus supplement and the accompanying
prospectus. Unless otherwise indicated, all references to the "Company," "we," "us," "our" or "Teva" refer to Teva Pharmaceutical
Industries Limited and its subsidiaries. All references to "Teva Finance" refer to Teva Pharmaceutical Finance III B.V., an indirect
subsidiary of Teva.
The Company
We are a global pharmaceutical company that develops, produces and markets generic drugs in all major therapeutic categories. We are
the leading generic drug company in the world with the leading position in the United States (in terms of both value and volume) as well as
in Europe (in terms of value). While our core business is generic pharmaceuticals, approximately 30% of our sales is generated from
innovative and branded drugs, which include Copaxone® for multiple sclerosis and Azilect® for Parkinson's disease as well as biosimilars,
respiratory and women's health products. Our active pharmaceutical ingredient ("API") manufacturing capabilities enable our own
pharmaceutical production to be significantly vertically integrated.
Our global presence ranges from North and Latin America to Europe and Asia. We currently have direct operations in approximately 60
countries including 40 finished dosage pharmaceutical manufacturing sites in 19 countries, 28 pharmaceutical R&D centers and 21 API
manufacturing sites.
In 2010, we generated approximately 60% of our sales in North America, approximately 25% in Europe (which includes all European
Union ("EU") member states and other Western European countries) and approximately 15% in other regions (primarily Latin America, Israel,
Russia and other Eastern European countries that are not members of the EU).
Teva was incorporated in Israel on February 13, 1944, and is the successor to a number of Israeli corporations, the oldest of which was
established in 1901. Our executive offices are located at 5 Basel Street, P.O. Box 3190, Petach Tikva 49131, Israel, and our telephone number
is +972-3-926-7267.
Teva Finance
Teva Finance is a Curaçao private limited liability company that was formed on December 9, 2003 to issue debt securities pursuant to the
accompanying prospectus. Its address is Schottegatweg Oost 29D, Curaçao, telephone number +5999-736-6066.
Recent Developments
The following updates relate to litigation previously disclosed in the Company's 2010 Annual Report on Form 20-F, which was filed
with the United States Securities and Exchange Commission on February 15, 2011.
On March 1, 2011, the United States District Court for the Southern District of New York scheduled a trial date of September 7, 2011 in
the Company's consolidated patent infringement litigation against Momenta Pharmaceuticals, Inc./Sandoz Inc. and Mylan Pharmaceuticals,
Inc./Mylan Inc./Natco Pharma Ltd. relating to the Company's leading innovative product, Copaxone® (glatiramer acetate injection).

S-1
Table of Contents
On March 3, 2011, the United States District Court for the District of New Jersey granted Wyeth's motion to strike the Company's patent
misuse and unclean hands defenses in the Company's patent litigation relating to sales of its 20 mg and 40 mg pantoprazole sodium tablets. In
its decision, the District Court dismissed the Company's unclean hands defenses with prejudice. However, the District Court dismissed the
Company's patent misuse defenses without prejudice and with leave to replead such defenses by March 25, 2011. The Company intends to do
so by such deadline.
On March 4, 2011, the United States District Court for the District of New Jersey scheduled a trial date of November 14, 2011 in the
patent infringement litigation brought by Novartis relating to the Company's amlodipine besylate/benazepril products, which are the generic
versions of Novartis' Lotrel®.
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On March 7, 2011, a hearing was held before an en banc panel of the Nevada Supreme Court relating to evidence that the Company
sought to introduce at trials in the District Court of Clark County, Nevada, in which the Company is a defendant, concerning the Company's
propofol product. In May 2010, a jury in the first trial returned a verdict in favor of plaintiffs for $5.1 million in compensatory damages and
awarded $356 million in punitive damages against Teva and $144 million in punitive damages against Baxter, the distributor of the product.
Two pending trials have been stayed pending resolution by the Supreme Court of the evidentiary questions that were the subject of the hearing.
A number of additional trials are scheduled to begin throughout 2011.

S-2
Table of Contents
The Offering

Issuer
Teva Pharmaceutical Finance III B.V. ("Teva Finance"), which is an indirect, wholly
owned subsidiary of Teva Pharmaceutical Industries Limited ("Teva") that has no assets
or operations other than in connection with this offering.

Securities Offered
· $250 million aggregate principal amount of 1.700% Senior Notes due 2014 of Teva
Finance (the "fixed rate notes") and

· $500 million aggregate principal amount of the Floating Rate Senior Notes due 2014

of Teva Finance (the "floating rate notes" and, together with the fixed rate notes, the
"notes").

Guarantees
Teva will irrevocably and unconditionally guarantee the punctual payment when due of
the principal and interest, whether at maturity, upon redemption, by acceleration or
otherwise (including any additional amounts in respect of taxes as described in
"Description of the Notes and the Guarantees--Additional Tax Amounts"), if any, on
the notes.

Ranking
As indebtedness of Teva, the guarantees will rank:

· senior to the rights of creditors under debt expressly subordinated to the guarantees;

· equally with other unsecured debt of Teva from time to time outstanding other than

any that is subordinated to the guarantees;

· effectively junior to Teva's secured indebtedness up to the value of the collateral

securing that indebtedness; and

· effectively junior to the indebtedness and other liabilities of Teva's subsidiaries.

Maturity
The fixed rate notes will mature on March 21, 2014 and the floating rate notes will
mature on March 21, 2014.

Interest Payment Dates
· March 21 and September 21 of each year, beginning September 21, 2011, and at
maturity, with respect to the fixed rate notes; and

· March 21, June 21, September 21 and December 21 of each year, beginning June 21,

2011, with respect to the floating rate notes.

Interest Rate
· 1.700% per year in the case of the fixed rate notes; and

· A rate equal to three-month LIBOR (calculated as set forth in "Description of the

Notes and the Guarantees--Interest on the Floating Rate Notes") plus 0.500%, in the
case of the floating rate notes.

S-3
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Final Prospectus Supplement
Optional Redemption by Teva Finance
Teva Finance may redeem the fixed rate notes, in whole or in part, at any time or from
time to time, on at least 20 days', but not more than 60 days', prior notice. The fixed
rate notes will be redeemable at a redemption price equal to the greater of (1) 100% of
the principal amount of the fixed rate notes to be redeemed or (2) the sum of the present
values of the Remaining Scheduled Payments (as defined under "Description of the
Notes and the Guarantees--Optional Redemption by Teva Finance") discounted, on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a
rate equal to the sum of the Treasury Rate (as defined in "Description of the Notes and
the Guarantees--Optional Redemption by Teva Finance") plus 12.5 basis points, plus
accrued and unpaid interest, if any, to the redemption date.

The floating rate notes will not be subject to redemption at Teva Finance's option (other

than as set forth below in "Description of the Notes and the Guarantees--Tax
Redemption").

Use of Proceeds
Teva intends to use the approximately $747.8 million of net proceeds from this offering
to repay amounts outstanding under its unsecured credit facilities. See "Use of
Proceeds."

Conflicts of Interest
Certain underwriters of this offering or their affiliates are lenders under Teva's
unsecured credit facilities. Because more than 5% of the proceeds of this offering will
be used to repay a portion of the amounts outstanding under such credit facilities, a
conflict of interest under FINRA Rule 5121 is deemed to exist, and this offering will be
conducted in accordance with that rule.

Form, Denomination and Registration
The notes will be issued only in fully registered form without coupons and in minimum
denominations of $2,000 principal amount and whole multiples of $1,000 in excess of
$2,000. The notes will be evidenced by one or more global registered notes deposited
with the trustee of the notes, as custodian for The Depository Trust Company ("DTC").
Beneficial interests in the global registered notes will be shown on, and transfers will be
effected through, records maintained by DTC and its direct and indirect participants.

Absence of a Public Market for the Notes
The notes are new securities for which no market currently exists. The underwriters
have advised us that they intend to make a market in the notes as permitted by
applicable laws and regulations. The underwriters are not obligated, however, to make a
market in the notes, and they may discontinue this market making at any time in their
sole discretion. The notes will not be listed on any securities exchange or included in
any automated quotation system. We cannot assure you that any active or liquid market
will develop in the notes.

S-4
Table of Contents
Summary Selected Historical Financial Data of Teva
The following summary selected operating data for each of the years in the three-year period ended December 31, 2010 and summary
selected balance sheet data at December 31, 2010 and 2009 are derived from Teva's audited consolidated financial statements and related notes
incorporated by reference into this prospectus supplement, which have been prepared in accordance with accounting principles generally
accepted in the United States, or U.S. GAAP. The summary selected operating data for each of the years in the two-year period ended
December 31, 2007 and summary selected balance sheet data at December 31, 2008, 2007 and 2006 are derived from other audited
consolidated financial statements of Teva, which have been prepared in accordance with U.S. GAAP.
The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Teva, and you
should read the summary selected historical financial data together with Teva's audited consolidated financial statements and related notes and
"Operating and Financial Review and Prospects" included in Teva's Annual Report on Form 20-F incorporated into this prospectus
supplement by reference. See the section entitled "Where You Can Find More Information" for information on where you can obtain a copy of
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Final Prospectus Supplement
this document.
Operating Data

For the year ended December 31,

2010

2009

2008

2007

2006

U.S. dollars in millions (except per share amounts)

Net sales
16,121 13,899 11,085

9,408 8,408
Cost of sales
7,056 6,532 5,117

4,531 4,149

Gross profit
9,065 7,367 5,968

4,877 4,259
Research and development expenses--net

933
802
786 581 495
Selling and marketing expenses
2,968 2,676 1,842

1,264 1,024
General and administrative expenses

865
823
669 637 548
Legal settlements, acquisition, restructuring and other expenses and impairment

410
638
124 --
96
Purchase of research and development in process

18
23 1,402 -- 1,295

Operating income
3,871 2,405 1,145

2,395 801
Financial expenses--net

225
202
345*
91* 137*

Income before income taxes
3,646 2,203
800 2,304 664
Provision for income taxes

283
166
184* 386* 145*

3,363 2,037
616 1,918 519
Share in losses of associated companies--net

24
33
1
3
3

Net income
3,339 2,004
615 1,915 516
Net income attributable to non-controlling interests

8
4
6**
1**
2**

Net income attributable to Teva
3,331 2,000
609 1,914 514

Earnings per share attributable to Teva:

--Basic ($)

3.72
2.29
0.78 2.49 0.68

--Diluted ($)

3.67
2.23
0.75 2.36 0.65

Weighted average number of shares (in millions):

--Basic

896
872
780 768 756

--Diluted

921
896
820 830 805

*
After giving retroactive effect to the adoption of an accounting pronouncement that requires issuers to account separately for the liability
and equity components of convertible debt instruments that may be settled in cash (including partial cash settlement).
**
After giving retroactive effect to non-controlling interests reclassification.

S-5
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Balance Sheet Data

As of December 31,

2010

2009

2008

U.S. dollars in millions

Financial assets (cash, cash equivalents and marketable securities)
1,549 2,465 2,065
Working capital (operating assets and liabilities)
3,835 3,592 3,944
Total assets
38,152 33,210 32,520*
Short-term debt, including current maturities
2,771 1,301 2,906
Long-term debt, net of current maturities
4,110 4,311 5,475
Total debt
6,881 5,612 8,381
Total equity
22,002 19,259 16,438*

* After giving retroactive effect to the adoption of an accounting pronouncement which requires issuers to account separately for the liability
and equity components of convertible debt instruments that may be settled in cash (including partial cash settlement).

S-6
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Table of Contents
RISK FACTORS
Before you invest in the notes, you should carefully consider the risks involved. Accordingly, you should carefully consider the information
contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus, including the risk factors listed
below and in the accompanying prospectus. See "Forward-Looking Statements."
Risks Related to Our Business
Investment in our securities involves various risks. In making an investment decision, you should carefully consider the risks and
uncertainties described under the heading "Risk Factors" in our Annual Report on Form 20-F for the year ended December 31, 2010, our Reports
of Foreign Private Issuer on Form 6-K that are incorporated herein by reference and any future filings made by Teva pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the termination of this offering as well as the
risk factors below.
Risks Related to the Notes
There may not be a liquid market for the notes, and you may not be able to sell your notes at attractive prices or at all.
The notes are a new issue of securities for which there is currently no trading market. Although the underwriters have advised us that they
currently intend to make a market in the notes, they are not obligated to do so and may discontinue their market-making activities at any time
without notice. We do not intend to apply for listing of the notes on any exchange or any automated quotation system. If an active market for the
notes fails to develop or be sustained, the trading price of the notes could fall, and even if an active trading market were to develop, the notes could
trade at prices that may be lower than the initial offering price. The trading price of the notes will depend on many factors, including:

· prevailing interest rates and interest rate volatility;

· the markets for similar securities;

· our financial condition, results of operations and prospects;

· the publication of earnings estimates or other research reports and speculation in the press or investment community;

· changes in our industry and competition; and

· general market and economic conditions.
As a result, we cannot assure you that you will be able to sell the notes at attractive prices or at all.
A downgrade, suspension or withdrawal of the rating assigned by a rating agency to the notes, if any, could cause the liquidity or market
value of the notes to decline significantly.
We cannot assure you what rating, if any, will be assigned to the notes. In addition, we cannot assure you that any rating so assigned will
remain for any given period of time or that the rating will not be lowered or withdrawn entirely by the rating agency if in that rating agency's
judgment future circumstances relating to the basis of the rating, such as adverse changes in our business, so warrant.
We may incur additional indebtedness that may adversely affect our ability to meet our financial obligations under the notes.
The terms of the notes do not impose any limitation the ability of Teva, Teva Finance or any of Teva's other subsidiaries to incur additional
unsecured debt. We may incur additional unsecured indebtedness in the future,

S-7
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which could have important consequences to holders of the notes, including that we could have insufficient cash to meet our financial obligations,
including our obligations under the notes, and that our ability to obtain additional financing could be impaired.
Because Teva and Teva Finance are foreign entities, you may have difficulties enforcing your rights under the guarantees and under the
notes.
Teva is an Israeli company. In addition, most of Teva's officers, directors or persons of equivalent position reside outside of the United
States. As a result, service of process on them may be difficult or impossible to effect in the United States. Furthermore, due to the fact that a
substantial portion of our assets are located outside of the United States, it may be difficult to enforce judgments obtained against us or any of our
directors and officers in a United States court.
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Subject to various time limitations, an Israeli court may declare a judgment rendered by a foreign court in a civil matter, including judgments
awarding monetary or other damages, enforceable if it finds that:

(1)
the judgment was rendered by a court which was, according to the foreign country's law, competent to render it;

(2)
the judgment is no longer appealable;

(3)
the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment

is not contrary to public policy in Israel; and

(4)
the judgment can be executed in the state in which it was given.
A foreign judgment will not be declared enforceable by Israeli courts if it was given in a state, the laws of which do not provide for the
enforcement of judgments of Israeli courts (subject to exceptional cases) or if its enforcement is likely to prejudice the sovereignty or security of
Israel. An Israeli court also will not declare a foreign judgment enforceable if it is proved to the Israeli court that:

(1)
the judgment was obtained by fraud;

(2)
there was no due process;

(3)
the judgment was given by a court not competent to render it according to the laws of private international law in Israel;

(4)
the judgment is at conflict with another judgment that was given in the same matter between the same parties and which is still valid; or

(5)
at the time the action was brought to the foreign court a claim in the same matter and between the same parties was pending before a

court or tribunal in Israel.
Teva Finance is organized under the laws of Curaçao and its managing and supervisory directors reside outside the United States, and all or a
significant portion of the assets of such persons may be, and substantially all of the assets of Teva Finance are, located outside the United States. As
a result, it may not be possible to effect service of process within the United States upon Teva Finance or any such person or to enforce against
Teva Finance or any such person judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities
laws of the United States.
The United States and Curaçao do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and
commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on
civil liability, whether or not predicated solely upon the federal securities laws of the United States, would not be directly enforceable in Curaçao.

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If the party in whose favor such a final judgment is rendered brings a new suit in a competent court in Curaçao, that party may submit to the
Curaçao court the final judgment that has been rendered in the United States. A foreign judgment would be enforceable in Curaçao generally,
without any re-examination of the merits of the original judgment provided that:

(1)
the judgment is final in the jurisdiction where rendered and was issued by a competent court;

(2)
the judgment is valid in the jurisdiction where rendered;

(3)
the judgment was issued following personal service of the summons upon the defendant or its agent and, in accordance with due

process of law, an opportunity for the defendant to defend against the foreign action;

(4)
the judgment does not violate natural justice or any compulsory provisions of Curaçao law or principles of public policy;

(5)
the terms and conditions governing the indenture does not violate any compulsory provisions of Curaçao law or principles of public

policy;

(6)
the judgment is not contrary to a prior or simultaneous judgment of a competent Curaçao court; and

(7)
the judgment has not been rendered in proceedings of a penal, revenue or other public law nature.
The guarantees will be subordinated to some of our existing and future indebtedness.
Teva will irrevocably and unconditionally guarantee the punctual payment when due of the principal of and interest, if any, on the notes. As
indebtedness of Teva, the guarantees will be Teva's general, unsecured obligations and will rank equally in right of payment with all of Teva's
existing and future unsubordinated, unsecured indebtedness. The guarantees will be effectively subordinated to any existing and future secured
indebtedness Teva may have up to the value of the collateral securing that indebtedness and structurally subordinated to any existing and future
liabilities and other indebtedness of our subsidiaries with respect to the assets of those subsidiaries. These liabilities may include debt securities,
credit facilities, trade payables, guarantees, lease obligations, letter of credit obligations and other indebtedness. See "Description of the Notes and
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Final Prospectus Supplement
the Guarantees--Description of the Guarantees." The indenture does not restrict us or our subsidiaries from incurring debt in the future, nor does it
limit the amount of indebtedness we can issue that is equal in right of payment. At December 31, 2010, Teva's subsidiaries, other than finance
subsidiaries, had $742 million of indebtedness outstanding.
Teva may be subject to restrictions on receiving dividends and other payments from its subsidiaries.
Teva's income is derived in large part from its subsidiaries. Accordingly, Teva's ability to pay its obligations under the guarantees depends
in part on the earnings of its subsidiaries and the payment of those earnings to Teva, whether in the form of dividends, loans or advances. Such
payment by Teva's subsidiaries to Teva may be subject to restrictions. The indenture does not restrict Teva, Teva Finance or Teva's other
subsidiaries from entering into agreements that contain such restrictions.

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FORWARD LOOKING STATEMENTS
Our disclosure and analysis in this prospectus supplement contain or incorporate by reference some forward-looking statements. Forward-
looking statements describe our current expectations or forecasts of future events. You can identify these statements by the fact that they do not
relate strictly to historical or current facts. Such statements may include words such as "anticipate", "estimate", "expect", "project", "intend",
"plan", "believe" and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. In
particular, these statements include, among other things, statements relating to:

· our business strategy;

· the development and launch of our products, including product approvals and results of clinical trials;

· projected markets and market size;

· anticipated results of litigation;

· our projected revenues, market share, expenses, net income margins and capital expenditures; and

· our liquidity.
This prospectus supplement contains or incorporates by reference forward-looking statements which express the beliefs and expectations of
management. Such statements are based on management's current beliefs and expectations and involve a number of known and unknown risks and
uncertainties that could cause our future results, performance or achievements to differ significantly from the results, performance or achievements
expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks relating
to: our ability to successfully develop and commercialize additional pharmaceutical products, the introduction of competing generic equivalents,
the extent to which we may obtain U.S. market exclusivity for certain of our new generic products and regulatory changes that may prevent us
from utilizing exclusivity periods, potential liability for sales of generic products prior to a final resolution of outstanding patent litigation,
including that relating to the generic versions of Neurontin®, Lotrel®, Protonix® and Gemzar®, the extent to which any manufacturing or quality
control problems damage our reputation for high quality production, the effects of competition on sales of our innovative products, especially
Copaxone® (including potential generic and oral competition for Copaxone®), the impact of continuing consolidation of our distributors and
customers, our ability to identify, consummate and successfully integrate acquisitions (including the acquisition of ratiopharm), interruptions in our
supply chain or problems with our information technology systems that adversely affect our complex manufacturing processes, intense competition
in our specialty pharmaceutical businesses, any failures to comply with the complex Medicare and Medicaid reporting and payment obligations,
our exposure to currency fluctuations and restrictions as well as credit risks, the effects of reforms in healthcare regulation, adverse effects of
political or economical instability, major hostilities or acts of terrorism on our significant worldwide operations, increased government scrutiny in
both the U.S. and Europe of our agreements with brand companies, dependence on the effectiveness of our patents and other protections for
innovative products, our ability to achieve expected results through our innovative R&D efforts, the difficulty of predicting U.S. Food and Drug
Administration, European Medicines Agency and other regulatory authority approvals, uncertainties surrounding the legislative and regulatory
pathway for the registration and approval of biotechnology-based products, potentially significant impairments of intangible assets and goodwill,
potential increases in tax liabilities resulting from challenges to our intercompany arrangements, our potential exposure to product liability claims
to the extent not covered by insurance, the termination or expiration of governmental programs or tax benefits, current economic conditions, any
failure to retain key personnel or to attract additional executive and managerial talent, environmental risks and other factors that are discussed in
this prospectus, our Annual Report on Form 20-F for the year ended December 31, 2010, and in our other filings with the United States Securities
and Exchange Commission (the "SEC").
Forward looking statements speak only as of the date on which they are made, and we undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any
additional disclosures we make in our Annual Reports on Form 20-F and our Reports of Foreign Private Issuer on Form 6-K that are filed with the
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