EXECUTION VERSION AGREEMENT AND PLAN OF MERGERMerger Agreement • July 18th, 2008 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • Delaware
Conformed Copy AGREEMENT AND PLAN OF MERGER BY AND AMONG TEVA PHARMACEUTICAL INDUSTRIES LIMITED, GENCO MERGER CORPORATIONMerger Agreement • February 2nd, 1996 • Teva Pharmaceutical Industries Limited • Pharmaceutical preparations • Delaware
Execution Copy -------------- STOCKHOLDERS AGREEMENT, dated as of October 31, 2003 (this "Agreement"), between Teva Pharmaceutical Industries Limited, an Israeli corporation ("Parent"), and the parties listed on Schedule A attached hereto (the...Stockholders Agreement • November 5th, 2003 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • Delaware
2- 3 there exists any default or event of default under any provision of any agreement relating to the Senior Debt (a "Blocking Event").Loan Agreement • September 14th, 1999 • Teva Pharmaceutical Industries Limited • Pharmaceutical preparations • New York
January 22, 2004 Lehman Brothers Inc. Credit Suisse First Boston LLC Citigroup Global Markets Inc. as Representatives of the several underwriters named in Schedule 1 hereto c/o Lehman Brothers Inc. 745 Seventh Ave. New York, New York 10019 Ladies and...Underwriting Agreement • January 27th, 2004 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
2- 3 hereof, and (ii) at any meeting of the Company's stockholders (whether annual or special, and whether or not an adjourned or postponed meeting), however called or in connection with any written consent of the Company's stockholders, vote (or...Stockholder Agreement • August 16th, 1999 • Teva Pharmaceutical Industries Limited • Pharmaceutical preparations • Delaware
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT by and among TEVA PHARMACEUTICAL INDUSTRIES LIMITED and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of December 4, 2018Deposit Agreement • December 4th, 2018 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of December 4, 2018, by and among (i)TEVA PHARMACEUTICAL INDUSTRIES LIMITED, a company incorporated under the laws of the State of Israel, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
1 August 9, 1999 Copley Pharmaceutical, Inc. 25 John Road Canton, Massachusetts 02021 Teva Pharmaceuticals USA, Inc. 650 Cathill Road Sellersville, Pennsylvania 18960 Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, of even...Merger Agreement • August 16th, 1999 • Teva Pharmaceutical Industries Limited • Pharmaceutical preparations
GUARANTEEGuarantee • August 16th, 1999 • Teva Pharmaceutical Industries Limited • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2019 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of November 25, 2019 (this “Agreement”), is entered into by and among Teva Pharmaceutical Finance Nether lands II B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (the “Company”), Teva Pharmaceutical Industries Limited, a company organized under the laws of Israel (the “Guarantor”), and the initial purchasers listed on Schedule I hereto (each an “Initial Purchaser” and collectively, the “Initial Purchasers”), for which BNP Paribas, Citigroup Global Markets Limited and Goldman Sachs International are acting as representatives (each a “Representative ” and collectively, the “Representatives”).
TEVA PHARMACEUTICAL INDUSTRIES LIMITED AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of February 8, 1982 as amended on September 29, 1986, August 28, 1987, March 13, 1990,...Deposit Agreement • October 6th, 2005 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of February 8, 1982, as amended on September 29, 1986, August 28, 1987, March 13, 1990, March 6, 1992, March 5, 1993 and April 13, 1993, as further amended and restated as of February 12, 19971997, and as further amended and restated as of ________________, 2005, among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, incorporated under the laws of Israel (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts issued hereunder.
Exhibit A to Deposit AgreementDeposit Agreement • October 6th, 2005 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations
representing deposited fully-paid Ordinary Shares (herein called "Shares") of Teva Pharmaceutical Industries Limited, incorporated under the laws of Israel (herein called the "Company"). At the date hereof, each American Depositary Share represents one (1) Share deposited under the deposit agreement at the principal Tel Aviv office of Bank Leumi Le-Israel Ltd. or the principal Tel Aviv office of Israel Discount Bank Limited (herein each called a "Custodian"). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 3rd, 2011 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • Delaware
CREDIT AGREEMENTCredit Agreement • September 14th, 1999 • Teva Pharmaceutical Industries Limited • Pharmaceutical preparations • New York
TEVA PHARMACEUTICAL FINANCE NETHERLANDS II B.V., as Issuer TEVA PHARMACEUTICAL INDUSTRIES LIMITED, as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee SENIOR INDENTURE Dated as of March 14, 2018Senior Indenture • March 14th, 2018 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
THIS INDENTURE, dated as of March 14, 2018, by and among Teva Pharmaceutical Finance Netherlands II B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under Dutch law (the “Issuer”), Teva Pharmaceutical Industries Limited, a corporation incorporated under the laws of Israel (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation (the “Trustee”),
by and among SICOR INC.,Merger Agreement • November 5th, 2003 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • April 7th, 2015 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • Delaware
THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of March 1, 2015 between AUSPEX PHARMACEUTICALS, located at 3333 North Torrey Pines Court, Suite 400, La Jolla, CA 92037 (“Company”), and TEVA PHARMACEUTICAL INDUSTRIES, LTD., with a principal place of business at 5 Basel Street, Petach Tikva 4951033, Israel (“TEVA”).
Exhibit A to Deposit AgreementDeposit Agreement • June 18th, 2004 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations
representing deposited fully-paid Ordinary Shares (herein called "Shares") of Teva Pharmaceutical Industries Limited, incorporated under the laws of Israel (herein called the "Company"). At the date hereof, each American Depositary Share represents one (1) Share deposited under the deposit agreement at the principal Tel Aviv office of Bank Leumi Le-Israel Ltd. or the principal Tel Aviv office of Israel Discount Bank Limited (herein each called a "Custodian"). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.
TEVA PHARMACEUTICAL FINANCE NETHERLANDS III B.V., as Issuer TEVA PHARMACEUTICAL INDUSTRIES LIMITED, as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee FIRST SUPPLEMENTAL SENIOR INDENTURE Dated as of July 21, 2016 to the Senior Indenture dated as...First Supplemental Senior Indenture • July 21st, 2016 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL SENIOR INDENTURE, dated as of July 21, 2016, among Teva Pharmaceutical Finance Netherlands III B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under Dutch law (the “Issuer”), Teva Pharmaceutical Industries Limited, a corporation incorporated under the laws of Israel (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”),
SENIOR UNSECURED JAPANESE YEN TERM LOAN CREDIT AGREEMENT dated as of March 22, 2017 among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, as Guarantor, TEVA HOLDINGS K.K., as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME and SUMITOMO MITSUI BANKING...Credit Agreement • May 11th, 2017 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations
This Credit Agreement (this “Agreement”), dated as of March 22, 2017, is among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, an Israeli company registered under no 52-0013-954, the registered address of which is at 5 Basel Street, Petach Tikva, ISRAEL (the “Company”, “Guarantor” or the “Parent”), TEVA HOLDINGS K.K., a Kabushiki Kaisha organized under the laws of Japan registered under no 0104-03-008857, the registered address of which is at 1-5, Toranomon 5-chome, Minato-ku, Tokyo, Japan, and a Subsidiary of the Company (“Teva Japan” or the “Borrower”), the Lenders party hereto from time to time and SUMITOMO MITSUI BANKING CORPORATION (the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2023 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations
shall have appeared in any printed publication or patent of a third party or shall have become a part of the public knowledge except as a result of a breach of this Agreement by Executive; or (iii) shall have been received by Executive from a third party having no obligation to the Company.
TEVA PHARMACEUTICAL FINANCE COMPANY B.V., as Issuer TEVA PHARMACEUTICAL INDUSTRIES LIMITED, as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee SECOND SUPPLEMENTAL SENIOR INDENTURE Dated as of December 18, 2012 to the Senior Indenture dated as of...Second Supplemental Senior Indenture • December 18th, 2012 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
SECOND SUPPLEMENTAL SENIOR INDENTURE, dated as of December 18, 2012, among Teva Pharmaceutical Finance Company B.V., a Curaçao private limited liability company (the “Issuer”), Teva Pharmaceutical Industries Limited, a corporation incorporated under the laws of Israel (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”),
US$2,300,000,000 SENIOR UNSECURED REVOLVING CREDIT AGREEMENT dated as of April 8, 2019 among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, TEVA PHARMACEUTICALS USA, INC., TEVA PHARMACEUTICAL FINANCE NETHERLANDS II B.V. and TEVA PHARMACEUTICAL FINANCE...Senior Unsecured Revolving Credit Agreement • April 10th, 2019 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
This Senior Unsecured Revolving Credit Agreement (this “Agreement” or “Credit Agreement”), dated as of April 8, 2019 is among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, an Israeli company registered under no 52-0013-954, the registered address of which is at Har Hozvim, Jerusalem, Israel (the “Company” or “Parent”), TEVA PHARMACEUTICALS USA, INC., a Delaware corporation, the principal office of which is at 1090 Horsham Road, North Wales, Pennsylvania, United States of America (“Teva USA” or the “US Borrower”), TEVA PHARMACEUTICAL FINANCE NETHERLANDS II B.V., a besloten vennootschap incorporated under the laws of the Netherlands, with its official seat (statutaire zetel) in Amsterdam, the Netherlands and the registered address of which is Piet Heinkade 107, 1019GM Amsterdam, registered with the Dutch trade register under number 853879196 (the “Dutch II Borrower”), TEVA PHARMACEUTICAL FINANCE NETHERLANDS III B.V., a besloten vennootschap incorporated under the laws of the Netherlands, with
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2022 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New Jersey
This Employment Agreement (this “Agreement”), dated as of June 5, 2018 (the “Execution Date”), is entered into by and between TEVA PHARMACEUTICALS USA, INC., a Delaware corporation (“Teva USA”), and SVEN DETHLEFS (the “Executive”).
VOTING AGREEMENTVoting Agreement • April 3rd, 2008 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • Delaware
VOTING AGREEMENT, dated as of March 31, 2008 (this “Agreement”), by and among Teva Pharmaceutical Industries Limited, an Israeli corporation (“Buyer”), Beryllium Merger Corporation, a Delaware corporation (“Acquisition Sub”), and the Persons (as hereinafter defined) set forth on Schedule I attached hereto (collectively, the “Stockholders”, and each, a “Stockholder”).
Conformed Copy IRREVOCABLE PROXY AND TERMINATION RIGHTS AGREEMENT THIS AGREEMENT, dated as of January 29, 1996 (the "Agreement"), between Teva Pharmaceutical Industries Limited, a corporation organized under the laws of the State of Israel ("Teva"),...Irrevocable Proxy and Termination Rights Agreement • February 2nd, 1996 • Teva Pharmaceutical Industries Limited • Pharmaceutical preparations • Delaware
TEVA PHARMACEUTICAL INDUSTRIES LIMITEDDeposit Agreement • December 28th, 2007 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
Exhibit A FORM OF STOCKHOLDERS AGREEMENTShareholder Agreements • July 28th, 2015 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
This Stockholders Agreement (this “Agreement”) is dated and effective as of [●], 2015 between and among Teva Pharmaceutical Industries Ltd., a company incorporated under the laws of Israel (the “Company”) and Allergan plc, a company incorporated under the laws of Ireland (the “Shareholder”). The Company and the Shareholder are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AWARD AGREEMENTAward Agreement • February 12th, 2018 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations
This Award Agreement (this “Agreement”), is made effective as of February 9, 2018, between Teva Pharmaceutical Industries Limited (the “Company”) and [ ] (the “Participant”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Company’s 2015 Long-Term Equity-Based Incentive Plan (the “Plan”).
BRIDGE LOAN AGREEMENT dated as of September 9, 2011 among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, TEVA PHARMACEUTICALS USA, INC. and TEVA PHARMACEUTICAL FINANCE COMPANY B.V., as Borrowers, THE LENDERS PARTY HERETO FROM TIME TO TIME, BARCLAYS BANK PLC,...Bridge Loan Agreement • November 2nd, 2011 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
This Bridge Loan Agreement (this “Agreement”), dated as of September 9, 2011, is among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, an Israeli company registered under no 52-0013-954, the registered address of which is at Har Hozvim, Jerusalem, ISRAEL (the “Company” or “Parent”), TEVA PHARMACEUTICALS USA, INC., a Delaware corporation, the principal office of which is at 1090 Horsham Road, North Wales, Pennsylvania, United States of America (“Teva USA”), TEVA PHARMACEUTICAL FINANCE COMPANY B.V., a Curaçao company registered under no. 98250 (0), the registered address of which is at Schottegatweg Oost 29 D, Curaçao (“Teva Curacao III”), the Additional Borrowers party hereto from time to time, the Lenders party hereto from time to time, BARCLAYS BANK PLC (the “Administrative Agent”), and BARCLAYS BANK PLC, as Documentation Agent (the “Documentation Agent”).
MASTER PURCHASE AGREEMENT dated as of July 26, 2015 by and between ALLERGAN PLC and TEVA PHARMACEUTICAL INDUSTRIES LTD.Master Purchase Agreement • July 28th, 2015 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
This Master Purchase Agreement (this “Agreement”), dated as of July 26, 2015, is entered into by and between Teva Pharmaceutical Industries Ltd., a company organized under the laws of Israel (“Buyer Parent”) and Allergan plc, a public company limited by shares organized under the laws of Ireland (“Seller Parent”). Seller Parent and the Controlled Affiliates of Seller Parent that are party to any Ancillary Agreement are referred to in this Agreement each as a “Seller” and collectively as “Sellers.” Sellers and Buyer Parent sometimes are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”
THE BANK OF NEW YORKDeposit Agreement • December 28th, 2007 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations
Re: Amended and Restated Deposit Agreement dated as of [____________], 2008 (the "Deposit Agreement") by and among Teva Pharmaceutical Industries Limited (the “Company”), The Bank of New York, as Depositary, and the Owners and Holders of American Depositary Shares
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF JANUARY 17, 2014, AS AMENDED FROM TIME TO TIME, BETWEEN LENDER (AS DEFINED BELOW) AND...Subordinated Promissory Note • January 23rd, 2014 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • Delaware
FOR VALUE RECEIVED, the undersigned, NUPATHE INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of TEVA PHARMACEUTICALS USA, INC. (the “Lender”) the principal amount of FIVE MILLION DOLLARS ($5,000,000), plus interest on the aggregate unpaid principal amount hereof, in the manner and upon the terms and conditions set forth below.
AWARD AGREEMENTAward Agreement • November 5th, 2020 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations
This Award Agreement (this “Agreement”), is made effective as of [•], between Teva Pharmaceutical Industries Limited (the “Company”) and [•] (the “Participant”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Company’s 2020 Long-Term Equity-Based Incentive Plan (the “Plan”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESSettlement Agreement • February 12th, 2018 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
This Settlement Agreement and Mutual Releases (the “Agreement”) is entered into as of January 31, 2018 (the “Effective Date”) by and between Teva Pharmaceutical Industries Ltd. (“Teva”) and Allergan plc (“Allergan”). Teva and Allergan shall be referred to collectively as the “Parties” and individually as a “Party.”
