Teva Pharmaceutical Industries Limited (TEVA) 424B5Prospectus supplement for primary offering

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-260519

CALCULATION OF THE REGISTRATION FEE

PROSPECTUS SUPPLEMENT

(To Prospectus dated October 27, 2021)

$5,000,000,000 (equivalent)

Teva Pharmaceutical Finance Netherlands II B.V.

        €1,100,000,000    3.750% Sustainability-Linked Senior Notes due 2027

        €1,500,000,000    4.375% Sustainability-Linked Senior Notes due 2030

Teva Pharmaceutical Finance Netherlands III B.V.

      �� $1,000,000,000    4.750% Sustainability-Linked Senior Notes due 2027

        $1,000,000,000    5.125% Sustainability-Linked Senior Notes due 2029

Payment of principal and interest unconditionally guaranteed by

Teva Pharmaceutical Industries Limited

Teva Pharmaceutical Finance Netherlands II B.V. (“Teva Finance II”) is offering:

Teva Pharmaceutical Finance Netherlands III B.V. (“Teva Finance III”) is offering:

The 2027 Euro notes will mature on May 9, 2027 and the 2030 Euro notes will mature on May 9, 2030. The 2027 USD notes will mature on May 9, 2027 and the 2029 USD notes will mature on May 9, 2029. Interest on the notes will be payable semi-annually in arrears on May 9 and November 9 of each year, beginning May 9, 2022. Payment of all principal and interest payable on the notes is unconditionally guaranteed by Teva Pharmaceutical Industries Limited (“Teva”).

Teva Finance II and Teva Finance III may redeem each series of the notes in whole or in part, at any time at a redemption price equal to the greater of the principal amount of the notes of the relevant series, and the applicable “make-whole” amount plus, in each case, accrued and unpaid interest thereon, if any, to, but not including, the redemption date; provided that if Teva Finance II or Teva Finance III redeems the notes on or after the applicable Par Call Date (as defined herein for such series), the redemption price shall be equal to 100% of the principal amount of the of such series then outstanding to be redeemed plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date. See “Description of the Euro Notes and the Guarantee—Optional Redemption by the Issuer” and “Description of the USD Notes and the Guarantee—Optional Redemption by the Issuer.” Teva Finance II and Teva Finance III, as applicable, may also be required to pay an increased interest rate on the 2030 Euro notes and the 2029 USD notes, respectively, or a premium payment upon maturity or redemption of the 2027 Euro notes and the 2027 USD notes, respectively (but only if such redemption is on or after the Step-up Date (as defined herein)) if we fail to achieve the Sustainability Performance Targets (as defined herein). See “Description of the Euro Notes and the Guarantees— Payment of Interest, Premium and Principal” and “Description of the USD Notes and the Guarantees— Payment of Interest, Premium and Principal” as applicable). Each series of the notes may also be redeemed, in whole but not in part, at 100% of the aggregate principal amount of such notes, plus accrued and unpaid interest, if any, at any time at Teva Finance II’s or Teva Finance III’s option, as applicable, or Teva’s option, solely upon the imposition of certain withholding taxes. See “Description of the Euro Notes and the Guarantees—Tax Redemption” and “Description of the USD Notes and the Guarantees—Tax Redemption.”

The Euro notes will be unsecured senior obligations of Teva Finance II, which is an indirect subsidiary of Teva, and the guarantee will be an unsecured senior obligation of Teva. The USD notes will be unsecured senior obligations of Teva Finance III, which is an indirect subsidiary of Teva, and the guarantee will be an unsecured senior obligation of Teva.

Investing in the notes involves risks. See “Risk Factors” beginning on page S-13 of this prospectus supplement and page S-13 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.

Teva’s principal executive offices are located at 124 Dvora Hanevi’a Street, Tel Aviv, 6944020, Israel, and our telephone number is +972-3-914-8213.

The underwriters expect to deliver the USD notes to investors through the book-entry facilities of The Depository Trust Company (“DTC”) and its direct participants, including Euroclear Bank S.A./N.V. (“Euroclear”), as operator of the Euroclear System, and Clearstream Banking, société anonyme (“Clearstream”), and the Euro notes will be delivered to investors through the book-entry facilities of Euroclear and Clearstream, on or about November 9, 2021.

The date of this prospectus supplement is November 2, 2021.

We have not, and the underwriters 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 and the underwriters 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.

TABLE OF CONTENTS

Prospectus Supplement

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Prospectus

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Notice to European Economic Area Investors

Prohibition of Sales to EEA Retail Investors

This prospectus supplement and the accompanying prospectus have been prepared on the basis that all offers of the notes will be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended or superseded, the “Prospectus Regulation”), as implemented in member states of the European Economic Area (the “EEA”), from the requirement to produce a prospectus which is compliant with the Prospectus Regulation for offers of the notes.

Accordingly, any person making or intending to make any offer of the notes within the EEA should only do so in circumstances in which no obligation arises for us or any of the underwriters to produce a prospectus for such offer that is compliant with the Prospectus Regulation. Neither we nor the underwriters have authorized, nor do we or they authorize, the making of any offer of notes through any financial intermediary, other than offers made by the underwriters, which constitute the final placement of the notes contemplated in this prospectus supplement and the accompanying prospectus.

Prohibition of sales to EEA retail investors: the notes described in this prospectus supplement and the accompanying prospectus are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

MiFID II Product Governance

MIFID II product governance/professional investors and ECPs (defined below) only target market—Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the notes has led to the conclusion that: (i) the target market for the notes is eligible counterparties (“ECPs”) and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

Each person in a Member State of the European Economic Area who receives any communication in respect of, or who acquires any notes under, the offers to the public contemplated in this prospectus supplement and accompanying prospectus will be deemed to have represented, warranted and agreed to and with each underwriter and Teva Finance III that: (a) it is a qualified investor within the meaning of point (e) of Article 2 of the Prospectus Regulation and any relevant implementing measure in each Member State of the European Economic Area; (b) it is not a “retail investor” as defined above; and (c) in the case of any notes acquired by it as a financial intermediary, as that term is used in the Prospectus Regulation, (i) the notes acquired by it in the offer

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have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State other than qualified investors, as that term is defined in the Prospectus Regulation, or in circumstances in which the prior consent of the underwriters has been given to the offer or resale; or (ii) where notes have been acquired by it on behalf of persons in any Member State other than qualified investors, the offer of those notes to it is not treated under the Prospectus Regulation as having been made to such persons.

Notice to UK Investors

Prohibition of Sales to UK Retail Investors

In relation to the United Kingdom (the “UK”), each underwriter has represented and agreed, severally and not jointly, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes to any retail investor in the UK. For the purposes of this provision the expression ‘‘retail investor’’ means a person who is one (or more) of the following:

Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

This prospectus supplement has been prepared on the basis that any offer of the notes in the UK will be made pursuant to an exemption under the Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA (the “UK Prospectus Regulation”) from the requirement to publish a prospectus for offers of the notes.

UK MiFIR Product Governance

Professional investors and eligible counterparties only target market: Solely for the purposes of the manufacturers’ product approval process, the target market assessment in respect of the debt securities has led to the conclusion that: (i) the target market for the debt securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the debt securities to eligible counterparties and professional clients are appropriate. A distributor should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the debt securities (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

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This prospectus supplement and the accompanying prospectus are only being distributed to and are only directed at (i) persons who are outside the UK or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (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 or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (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.

Notice to Dutch Investors

This prospectus supplement and the accompanying prospectus is directed only at qualified investors as defined in the Prospectus Regulation. The notes have not, may not and will not be offered, sold or delivered in the Netherlands, other than to qualified investors (as defined in the Prospectus Regulation). This prospectus supplement and the accompanying prospectus must not be acted on or relied on by persons who are not qualified investors. Any investment or investment activity to which this prospectus supplement and the accompanying prospectus relates is available only to qualified investors and will be engaged in only with qualified investors. Recipients of this prospectus supplement and the accompanying prospectus are not permitted to transmit it to any other person.

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STABILIZATION

In connection with the issue of the notes, the joint book-running managers (or persons acting on behalf of any of the joint 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 joint 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 joint book-running managers (or persons acting on behalf of any joint book-running manager) in accordance with all applicable laws and rules.

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CURRENCY AND EXCHANGE RATE INFORMATION

The following table sets forth, for the periods indicated, the average, high, low and end of period nominal noon exchange rates published by the Bloomberg’s London Composite figure. Such rates are set forth as U.S. dollars per €1.00. The exchange rates provided below are provided solely for convenience. We do not make any representation that euros could have been converted into U.S. dollars at the rates shown or at any other rate. You should note that the rates set forth below may differ from the actual rates used in our accounting processes and in the preparation of our consolidated financial statements, which are incorporated by reference herein.

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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, those described in the section entitled “Risk Factors” in Teva’s Annual Report on Form 10-K and the other information contained in this Prospectus Supplement and in the documents incorporated by reference herein, as may be updated from time to time by Teva’s subsequent reports and other filings under the Exchange Act that are incorporated by reference herein. See “Where You Can Find More Information.” and “Forward-Looking Statements.”

Risks Related to the Notes

There may not be liquid markets for the notes, and you may not be able to sell your notes at attractive prices or at all.

The notes are new issues of securities for which there are currently no trading markets. Although one or more of the underwriters have advised us that they currently intend to make markets in the notes, they are not obligated to do so and may discontinue their market-making activities at any time without notice. Although application has been made to Euronext Dublin for the Euro notes to be admitted to the Official List and to trading on the Global Exchange Market, an active market may not develop. We do not intend to apply for listing of the USD notes on any exchange or any automated quotation system. If active markets for the notes fails to develop or be sustained, the trading prices of the notes could fall, and even if active trading markets were to develop, the notes could trade at prices that may be lower than their respective initial offering prices. The trading prices of the notes will depend on many factors, including:

As a result, we cannot assure you that you will be able to sell the notes at attractive prices or at all.

The notes may not be a suitable investment for all investors seeking exposure to assets with sustainability characteristics.

Although the notes are issued as sustainability-linked notes, with the interest rate or premium relating to the notes being subject to an upward adjustment in the event Teva and its consolidated subsidiaries fail to achieve any of the Sustainability Performance Targets (as defined in “Description of the Euro notes and the Guarantees—Payment of Interest, Premium and Principal” and “Description of the USD notes and the Guarantees—Payment of Interest, Premium and Principal” below), the notes may not satisfy an investor’s requirements or any future legal, quasi legal or other standards for investment in assets with sustainability characteristics. In particular, the notes are not being marketed as “green bonds,” “social bonds” or “sustainability bonds” as the net proceeds of the issue of the notes are expected to be used for Teva’s debt refinancing and general corporate purposes. Neither the Teva Issuers nor Teva commit to (i) allocate the net proceeds specifically to projects or business activities meeting sustainability criteria or (ii) be subject to any other limitations or requirements that may be associated with green bonds, social bonds or sustainability bonds in any particular market.

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In addition, any interest rate adjustment or premium in respect of the notes as contemplated by “Description of the Euro Notes and the Guarantees” and “Description of the USD Notes and the Guarantees” herein will depend on Teva achieving, or failing to achieve, the Sustainability Performance Targets, which may be inconsistent with or insufficient to satisfy investor requirements or expectations (or other definitions relevant to scope 1 and 2 greenhouse gas (“GHG”) emissions, access to medicines and/or sustainability generally, including with regard to United Nations Sustainable Development Goal (“SDG”) 3 (Ensure healthy lives and promote well-being for all at all ages) or SDG 13 (take urgent action to combat climate change and its impacts)). Prospective investors in the notes should have regard to the information set out in the Framework (defined below) and set out in this prospectus supplement and seek advice from their independent financial adviser or other professional adviser in determining for themselves the relevance of such information for the purpose of any investment in the notes, together with any other investigation such investor deems necessary.

Teva’s Sustainability Performance Targets are aimed at increasing access to Teva’s generic products on the WHO EML (defined below) as well as reducing its scope 1 and 2 GHG emissions, in each case, by 2025. Teva’s Sustainability Performance Targets are therefore uniquely tailored to Teva’s business, operations and capabilities, and they do not easily lend themselves to benchmarking against similar sustainability performance targets, and the related performance, of other issuers. Furthermore, as there is currently no generally accepted definition (legal, regulatory or otherwise) of, nor market consensus as to what criteria a particular financial instrument must meet to qualify as “green”, “social,” “sustainable” or “sustainability-linked” (and, in addition, the requirements of any such label may evolve from time to time), no assurance is or can be given to investors by the Issuers, Teva, any of its subsidiaries, any second party opinion providers or the External Reviewer (as defined in “Description of the Euro notes and the Guarantees—Payment of Interest, Premium and Principal” and “Description of the USD notes and the Guarantees—Payment of Interest, Premium and Principal”) that the notes will meet any or all investor expectations regarding the notes or the Sustainability Performance Targets qualifying as “social,” “sustainable” or “sustainability-linked” or that any adverse social and/or other impacts will not occur in connection with Teva striving to achieve the Sustainability Performance Targets or the use of the net proceeds from the offering of notes.

Although Teva intends to increase access to Teva’s generic products on the WHO EML and reduce its scope 1 and 2 GHG emissions, there can be no assurance of the extent to which it will be successful in doing so, that any future investments it makes in furtherance of the Sustainability Performance Targets will meet investor expectations or any binding or non-binding legal standards regarding sustainability performance, whether by any present or future applicable law or regulations or by its own by-laws or other governing rules or investment portfolio mandates, in particular with regard to any direct or indirect environmental, sustainability or social impact. Although a failure to achieve any of the Sustainability Performance Targets will give rise to a premium payment in the case of the 2027 Euro notes and the 2027 USD notes and an upward adjustment of the interest rate relating to the 2030 Euro notes and 2029 USD notes as described in “Description of the Euro Notes and the Guarantees” and “Description of the USD Notes and the Guarantees,” any such failure will not be an Event of Default under the notes nor will the Issuers be required to repurchase or redeem any notes in such circumstances.

Any such event or failure to meet the Sustainability Performance Targets as aforesaid and/or the withdrawal of any such opinion or certification or any such opinion or certification attesting that we are not complying in whole or in part and/or the withdrawal of any such opinion or certification or any such opinion or certification attesting that we are not complying in whole or in part with any matters for which such opinion or certification is opining or certifying on and/or the notes no longer being listed or admitted to trading on any stock exchange or securities market may have a material adverse effect on the value of the notes and/or result in adverse consequences for certain investors with portfolio mandates to invest in securities to be used for or towards a particular purpose.

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No assurance or representation is given as to the suitability or reliability of any opinion, report or certification of any third party in connection with the offering of the notes or the Sustainability Performance Targets to fulfill any green, social, sustainability, sustainability-linked and/or other criteria.

The second party opinion providers and providers of similar opinions and certifications are not currently subject to any specific regulatory or other regime or oversight. The second party opinion or any other similar opinions and certifications are not incorporated into, and do not form part of, this prospectus supplement. Any such opinion or certification is not, nor should be deemed to be, a recommendation by the Issuers, Teva, any of its subsidiaries, any second party opinion providers, the External Reviewer or any other person to buy, sell or hold notes. Noteholders have no recourse against the Issuers, Teva or the provider of any such opinion or certification for the contents of any such opinion or certification, which is only current as of the date it was initially issued. Prospective investors must determine for themselves the relevance of any such opinion or certification and/or the information contained therein and/or the provider of such opinion or certification for the purpose of any investment in the notes.

No assurance or representation is given as to whether the admission of the Euro notes to trading on the sustainability-linked segment of Euronext Dublin will satisfy investment criteria or investor guidelines.

The Euro notes are expected to be admitted to the Sustainability-Linked Segment of Euronext Dublin. We do not give, nor do the Issuers or any other person give, any representation or assurance that such listing or admission satisfies, whether in whole or in part, any present or future investor expectations or requirements as regards to any investment criteria or guidelines with which such investor or its investments are required to comply, whether by any present or future applicable law or regulations or by its own governing rules or investment portfolio mandates, in particular with regard to any direct or indirect sustainable impact of any of the Sustainability Performance Targets. Furthermore, the criteria for any such listings or admission to trading may vary from one stock exchange or securities market to another. No representation or assurance is given or made by us or the underwriters or any other person that any such listing or admission to trading will be obtained in respect of any Euro notes or, if obtained, that any such listing or admission to trading will be maintained during the life of the Euro notes.

There can be no assurance that stakeholders will agree on a decision as to whether certain projects or investments will contribute to a particular SDG.

The United Nations Sustainable Development Goals “SDGs” are aspirational in nature. The analysis involved in determining whether and how certain initiatives may contribute to the SDGs is inherently subjective and dependent on a number of factors. There can be no assurance that reasonable parties, including Teva will agree on a decision as to whether certain projects or investments contribute to a particular SDG. Accordingly, investors should not place undue reliance on Teva’s application of the SDGs, as such application is subject to change at any time and in Teva’s sole discretion.

Achieving the Sustainability Performance Targets could become controversial or have a reputational effect on our business.

Our results of operations depend on maintaining a positive reputation with our customers and other participants in the healthcare industry, including providers and payors. Any negative incident could significantly affect our reputation and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Teva’s efforts in achieving the Sustainability Performance Targets may further become controversial or be criticized by activist groups or other stakeholders. In addition, through the increased use of social media, individuals and non-governmental organizations have the ability to disseminate their opinions regarding our products, and our business, to an increasingly wide audience at a faster pace. Any failure to effectively respond to any negative opinions or publicity in a timely manner could harm the perception of our brand and products and damage our reputation, regardless of the validity of the statements against us and ultimately harm our business.

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Achieving the Sustainability Performance Targets or any similar sustainability performance targets will require Teva to expend significant resources, while failure by Teva to achieve any such targets would result in increased payments and could expose Teva to reputational risks.

As described in “Description of the Euro notes and the Guarantees—Payment of Interest, Premium and Principal—Definitions and General Terms Relating to Sustainability Performance Targets” and “Description of the USD notes and the Guarantees—Payment of Interest, Premium and Principal—Definitions and General Terms Relating to Sustainability Performance Targets” achieving the Sustainability Performance Targets will require Teva to (i) increase its cumulative number of regulatory submissions in LMICs (as defined in “Description of the Euro notes and the Guarantees—Payment of Interest, Premium and Principal—Definitions and General Terms Relating to Sustainability Performance Targets”) on the WHO EML across six key treatment areas by the end of 2025 by at least 150% as compared to the regulatory submissions made during the baseline period of 2017-2020, (ii) increase access to essential medicine volume by 150%, by the end of 2025 compared to the doses made available in the baseline year of 2020 and (iii) reduce its scopes 1 and 2 absolute GHG emissions by at least 25% by the end of 2025 through four access to medicine programs, including donations and social business in LMIC on the WHO’s EML across six key TAs compared to 2019 baseline levels. As a result, achieving the Sustainability Performance Targets or any similar sustainability performance targets Teva may choose to include in future financings or other arrangements will require Teva to expend significant resources.

In addition, a failure by Teva to achieve any of the Sustainability Performance Targets or any such similar sustainability performance targets Teva may choose to include in any future financings would not be an event of default under the notes, nor will we be required to repurchase or redeem the notes. However, it would require us to pay an increased interest rate on the 2030 Euro notes and 2029 USD notes and a premium on the 2027 Euro notes and 2027 USD notes, which may have an adverse impact on our liquidity and financial position. In addition, it could also harm Teva’s reputation, the consequences of which could, in each case, have a material adverse effect on Teva, its business prospects, its financial condition or its results of operations. Should we satisfy the Sustainability Performance Targets, holders of notes will not be entitled to an increase in the interest rate or a premium payment.

Even if we meet the Sustainability Performance Targets in 2025, there can be no assurance that we will continue to meet our Sustainability Performance Targets thereafter.

Even if we meet one or more of our Sustainability Performance Targets by December 31, 2025, there can be no assurance that we will continue to maintain the levels set by our Sustainability Performance Targets in the future. In addition, even if we meet our Sustainability Performance Targets by December 31, 2025, we may not be successful in continuing to improve our sustainability metrics in line with our longer-term sustainability targets as set out in the Framework or we may meet such targets later than anticipated. There will be no penalties in the indentures governing the notes or any other agreement associated with failing to maintain the levels set by either or both of our Sustainability Performance Targets or by failing to meet any future sustainability targets.

Calculation and reporting of our key performance indicators on which our Sustainability Performance Targets are based may change over time.

The scope 1 and 2 GHG emissions reduction and medicine access key performance indicators on which our Sustainability Performance Targets are based are calculated internally by Teva based on broadly accepted industry standards. These standards and guidelines may change over time, which may affect the way in which we calculate our key performance indicators. The standards and guidelines continue to be reviewed by expert groups and include contributions from industry bodies, which may change going forward. Furthermore, any significant change to the calculation methodology of the Sustainability Performance Targets or significant change in data due to better data accessibility or discovery of data errors or significant structural change such as acquisitions, divestitures or mergers may result in a recalculation of the relevant baselines and/or Sustainability Performance Targets. We expect to report on an annual basis on progress on our key performance indicators, including an

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explanation of methodologies used in such calculations, but a failure to do so will not constitute a default or event of default under the notes or any other agreement.

Teva’s ability to achieve the Sustainability Performance Targets depends on a number of factors outside Teva’s control.

Teva’s ability to achieve the Sustainability Performance Targets is directly linked to its ability to increase regulatory submissions, and establish access programs dedicated to LMICs (as defined in “Description of the Euro notes and the Guarantees—Payment of Interest, Premium and Principal—Definitions and General Terms Relating to Sustainability Performance Targets”) and decrease Scope 1 and 2 GHG emissions. Meeting these targets in turn depends on a number of factors outside Teva’s control, including the impact of and regulatory and market response to climate change, local health systems, supply continuity, political and economic stability, local regulatory requirements, manufacturing and supply shortages, transportation and supply access, the performance of certain outsourced functions by third parties as well as other factors.

The Euro notes may not become, or remain, listed on Euronext Dublin.

Although Teva Finance II will, pursuant to the indenture governing the Euro notes, agree to make an application to have the Euro notes listed on Euronext Dublin and admitted to trading on the Global Exchange Market thereof within a reasonable period after the issue date and to maintain such listing as long as the Euro notes are outstanding, Teva Finance II cannot assure you that the Euro notes will become, or remain, listed. If Teva Finance II cannot maintain the listing on Euronext Dublin and the admission to trading on the Global Exchange Market thereof or it becomes unduly burdensome to make or maintain such listing, Teva Finance II may cease to make or maintain such listing on Euronext Dublin, provided that it will use reasonable best efforts to obtain and maintain the listing of the Euro notes on another securities exchange, although there can be no assurance that Teva Finance II will be able to do so. Although no assurance can be made as to the liquidity of the Euro notes as a result of listing on Euronext Dublin or another recognized listing exchange for comparable issuers in accordance with the indenture, failure to be approved for listing or the delisting of the Euro notes from Euronext Dublin or another listing exchange in accordance with the indenture may have a material adverse effect on a holder’s ability to resell Euro notes in the secondary market. We do not intend to apply for the Euro notes to be listed on any U.S. securities exchange or to arrange for quotation on any automated dealer quotation system.

A downgrade, suspension or withdrawal of the rating assigned by a rating agency to the notes, if any, could cause the liquidity or market values of the notes to decline significantly.

We cannot assure you what ratings 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. A downgrade of Teva’s credit rating could negatively affect the liquidity or market values of the notes.

We may be unable to refinance our indebtedness.

We may need to refinance all or a portion of our indebtedness, including the notes, before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. We cannot assure you that we will be able to obtain sufficient funds to enable us to repay or refinance our debt obligations on commercially reasonable terms or at all.

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 on the ability of Teva, the Issuers or any of Teva’s other subsidiaries to incur additional unsecured debt. We may incur additional unsecured indebtedness in the

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future, which could have important consequences to holders of 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.

Holders of the notes will vote jointly together with holders of the relevant Issuer’s other outstanding Securities under the applicable indenture with respect to amendments that affect all of such Securities.

We and the trustee may modify the applicable indenture and the rights of the holders of Securities (as defined in “Description of the Euro Notes and Guarantees” and “Description of the USD Notes and the Guarantees,” as applicable) outstanding under such indenture with the consent of the holders of a majority of the aggregate principal amount of Securities outstanding under that indenture affected by the modification. Accordingly, following consummation of the offering and application of the proceeds therefrom, €5,048 million of Securities will be outstanding under the indenture governing the Euro notes and $5,210 million of Securities will be outstanding under the indenture governing the USD notes, and holders of such Securities, including the holders of the Euro notes and the USD notes offered hereby, respectively, will vote together as a single class with respect to certain matters thereunder the applicable indenture; provided that certain modifications to certain fundamental items may only be amended with the consent of each affected holder.

Because Teva and the Issuers are foreign entities, you may have difficulties enforcing your rights under the guarantee and under the notes.

Teva is organized under the laws of Israel and certain of Teva’s directors and officers 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, a substantial portion of Teva’s assets are located outside of the United States. Therefore, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States.

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 in non-civil matters, enforceable if it finds that:

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 proven to the Israeli court that:

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The Issuers are organized under the laws of The Netherlands, their managing and supervisory directors reside outside the United States, and all or a significant portion of the assets of such persons are, and substantially all of their assets are, located outside the United States. As a result, it may not be possible to effect service of process within the United States upon the Issuers or any such person or to enforce against the Issuers 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.

Because there is no treaty on the recognition and enforcement of judgments in civil and commercial matters between the United States and The Netherlands, courts in The Netherlands will not automatically recognize and enforce a final judgment rendered by a United States federal or state court. However, a final judgment obtained in a United States federal or state court after a substantive examination of the merits (and not by mere “default judgment”) which is not subject to appeal or other means of contestation and is enforceable in the United States with respect to the payment of obligations of a Dutch entity under the documents expressed to be subject to United States federal or state securities laws (such as, inter alia, the notes and the indenture) would generally be upheld and be regarded by a Dutch court of competent jurisdiction as conclusive evidence when asked to render a judgment in accordance with that judgment by a United States federal or state court, without substantive re-examination or re-litigation of the merits of the original judgment, provided that:

Enforcement of obligations before the courts of The Netherlands will be subject to the degree to which the relevant obligations are enforceable under their governing law, to the nature of the remedies available in the courts of The Netherlands, the acceptance by such courts of jurisdiction, the effect of provisions imposing prescription periods and to the availability of defenses such as set off (unless validly waived) and counter-claim.

The guarantees will effectively 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 USD Notes and the Guarantee—Description of the Guarantees” and “Description of the Euro Notes and the Guarantee—Description of the Guarantees.” The indentures governing the notes do not restrict us or our

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subsidiaries from incurring debt in the future, nor do the indentures limit the amount of indebtedness we can issue that is equal in right of payment. As of September 30, 2021, after giving effect to this offering, Teva had no secured indebtedness outstanding, and its subsidiaries, other than finance subsidiaries, had a de minimis amount 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 indentures governing the notes do not restrict Teva, the Issuers or Teva’s other subsidiaries from entering into agreements that contain such restrictions.

An investment in the notes by a purchaser whose home currency is not U.S. dollars or euros, as applicable, entails significant risks.

An investment in the notes by a purchaser whose home currency is not U.S. dollars or euros, as applicable, entails significant risks. These risks include the possibility of significant changes in rates of exchange between the holder’s home currency and the U.S. dollar or euro, as applicable, and the possibility of the imposition or subsequent modification of foreign exchange controls. These risks generally depend on factors over which we have no control, such as economic, financial and political events and the supply of and demand for the relevant currencies. In the past, rates of exchange between the U.S. dollar or euro, as applicable, and certain currencies have been highly volatile, and each holder should be aware that volatility may occur in the future. Fluctuations in any particular exchange rate that have occurred in the past, however, are not necessarily indicative of fluctuations in the rate that may occur during the terms of the notes. Depreciation of the U.S. dollar or euro, as applicable, against the holder’s home currency would result in a decrease in the effective yield of the notes, below its coupon rate and, in certain circumstances, could result in a loss to the holder. Investment in the notes by a purchaser whose home currency is not U.S. dollars or euros, as applicable, may also have important tax consequences.

The procedures for book-entry interests to be implemented through Euroclear or Clearstream may not be adequate to ensure the timely exercise of your rights under the Euro notes.

Unless and until Euro notes in definitive registered form are issued in exchange for global notes, owners of book-entry interests will not be considered owners or holders of the Euro notes except in the limited circumstances provided in the indenture governing the Euro notes. The common depositary for Euroclear and Clearstream (or its nominee) will be the sole registered holder of the global Euro notes representing the Euro notes. After payment to the common depositary, we will have no responsibility or liability for the payment of interest, principal or other amounts to the owners of book-entry interests. Accordingly, if you own a book-entry interest, you must rely on the procedures of Euroclear or Clearstream, as applicable, and if you are not a participant in Euroclear or Clearstream, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a holder under the indenture governing the Euro notes.

Unlike the holders of the Euro notes themselves, owners of book-entry interests will not have the direct right to act upon our solicitations for consents, requests for waivers or other actions from holders of the Euro notes. Instead, if you own a book-entry interest, you will be permitted to act only to the extent you have received appropriate proxies to do so from Euroclear or Clearstream. The procedures implemented for the granting of such proxies may not be sufficient to enable you to vote on any request actions on a timely basis.

Similarly, upon the occurrence of an event of default under the indenture governing the Euro notes, if you own a book-entry interest, you will be restricted to acting through Euroclear or Clearstream. The procedures to be implemented through Euroclear or Clearstream may not be adequate to ensure the timely exercise of rights under the Euro notes.

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The Euro notes and the USD notes have minimum specified denominations of €100,000 and $200,000, respectively.

The Euro notes have minimum denominations of €100,000 and multiples of €1,000 in excess thereof. The USD notes have minimum denominations of $200,000 and multiples of $1,000 in excess thereof. It is therefore possible that notes may be traded in amounts that would cause a holder of notes to hold a principal amount of less than €100,000 or $200,000, as applicable, following such trade. In such a case, a holder of notes who holds a principal amount of less than €100,000 or $200,000, as applicable, may not receive a definitive certificate in respect of such holding (should definitive certificates be printed) and would need to purchase a principal amount of notes such that its holding amounts to at least €100,000 or $200,000, as applicable.

In a lawsuit for payment on the Euro notes, an investor may bear currency exchange risk.

The Euro notes and the indenture governing the Euro notes will be governed by the laws of the State of New York. Under New York law, a New York state court rendering a judgment on the Euro notes would be required to render the judgment in euros. The judgment would be converted into U.S. dollars, however, at the exchange rate prevailing on the date of entry of the judgment. Consequently, in a lawsuit for payment on the Euro notes, investors would bear currency exchange risk until a New York state court judgment is entered. A U.S. federal court sitting in New York with diversity jurisdiction over a dispute arising in connection with the Euro notes would apply the foregoing New York law.

In courts outside of New York, investors may not be able to obtain a judgment in a currency other than U.S. dollars. For example, a judgment for money in an action based on the Euro notes in many other U.S. federal or state courts ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of euros into U.S. dollars would depend upon various factors, including which court renders the judgment and when the judgment is rendered.

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FORWARD-LOOKING STATEMENTS

The disclosure and analysis in this prospectus supplement, including statements that are predictive in nature, or that depend upon or refer to future events or conditions, contain or incorporate by reference some forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act, which are based on management’s current beliefs and expectations and are subject to substantial risks and uncertainties, both known and unknown, that could cause our future results, performance or achievements to differ significantly from that expressed or implied by such forward-looking statements. You can identify these forward-looking statements by the use of words such as “should,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. Important factors that could cause or contribute to such differences include risks relating to:

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The forward-looking statements contained or incorporated by reference herein 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. You should understand that many important factors, in addition to those discussed or incorporated by reference in this prospectus, could cause our results to differ materially from those expressed in the forward-looking statements. Potential factors that could affect our results, include, in addition to others not described in this prospectus supplement, those referenced under “Risk Factors.” These are factors that we think could cause our actual results to differ materially from our expected results.

Forward-looking statements speak only as of the date on which they are made, and we assume no obligation to update or revise any forward-looking statements or other information contained in this prospectus supplement, whether as a result of new information, future events or otherwise, except as may be required by law. You are advised, however, to consult any additional disclosures we make in our Annual Reports on Form 10-K, our subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are filed with the SEC. See “Risk Factors.” Other factors besides those listed here could also adversely affect us.

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USE OF PROCEEDS

We expect that the gross proceeds to us from this offering will be approximately $5,000,000,000 (equivalent). After deducting the underwriters’ discounts and estimated offering expenses we expect to use the net proceeds of this offering to (i) to fund the Tender Offer for a maximum combined aggregate purchase price (exclusive of accrued and unpaid interest) of up to $3.5 billion (as it may be amended prior to expiration thereof), (ii) to pay fees and expenses in connection therewith, (iii) to fund the repayment of outstanding debt upon maturity, tender offer or earlier redemption and (iv) to the extent of any remaining proceeds, for general corporate purposes.

Pursuant to the Tender Offer we will offer to purchase, for cash, Tender Offer Notes, as listed below, for a maximum combined aggregate purchase price (exclusive of accrued and unpaid interest) of up to $3.5 billion, representing the Total Maximum Amount comprised of, (i) up to $2,500,000,000 aggregate principal amount of the Pool 1 Notes in the priorities set forth in the table below and (ii) up to $900,000,000 aggregate principal amount of the Pool 2 Notes in the priorities set forth in the table below. Subject to the Total Maximum Amount and the Tender Caps (which may be increased or decreased by Teva at its sole discretion) specified for the notes listed below, the amount of a series of Tender Offer Notes that is purchased in the Tender Offer on any settlement date will be based on the Acceptance Priority Levels set out below:

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The Tender Offer will be made solely pursuant to an offer to purchase related thereto. The Tender Offer is conditioned on, among other things, the consummation of this offering. This offering, however, is not conditioned on the consummation of the Tender Offer, the tender of any specified amount of the Tender Offer Notes. For more information on the Tender Offer, see “Summary—Recent Developments—Tender Offer.”

One or more of the underwriters or their respective affiliates may own Tender Offer Notes and be eligible to participate in the Tender Offer. As a result, one or more of the underwriters or their respective affiliates may receive a portion of the net proceeds from this offering (in excess of any underwriters’ discount, if applicable). See “Plan of Distribution.”

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CAPITALIZATION

The following table sets forth Teva’s capitalization as of September 30, 2021:

For illustrative purposes, this table has been prepared based on the assumption that (i) $3,480 million aggregate principal amount of Tender Offer Notes are purchased in the Tender Offer for a combined aggregate purchase price (exclusive of accrued and unpaid interest) equal to the Total Maximum Amount, (ii) the purchase of Tender Offer Notes will be completed in accordance with the Acceptance Priority Levels and subject to the Tender Caps as further described in “Summary—Recent Developments—Tender Offer” (see footnote 3 below) and (iii) the pricing contained in the offer to purchase, dated as of the date of this prospectus supplement, applies to the Tender Offer and the purchase of any Tender Offer Notes in connection therewith. For more information on the Tender Offer, see “Summary—Recent Developments—Tender Offer.”

You should read this table together with our financial statements incorporated by reference in this prospectus supplement, as well as the information under “Risk Factors” and “Use of Proceeds.” Investors in the notes should not place undue reliance on the as adjusted information included in this prospectus supplement because this offering is not contingent upon any of the transactions reflected in the adjustments included in the following information.

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SUSTAINABILITY-LINKED FINANCING FRAMEWORK

In connection with this offering, we adopted the Sustainability-Linked Financing Framework (the “Framework”) which relates to our sustainability strategy and targets to foster best market practices in accordance with the Sustainability-Linked Bonds Principles (the “SLBP”) administered by the International Capital Markets Association (ICMA). The Sustainability-Linked Financing Framework was published on our website at https://ir.tevapharm.com/SLB.

The second party opinions were obtained from ISS and the Access to Medicines Foundation, which are accessible through the Company’s website at https://ir.tevapharm.com/SPO and https://ir.tevapharm.com/ATMF, respectively. While we believe that the second party opinions are reasonable, we make no representation about the suitability of the second party opinions or the notes to fulfill any environmental and sustainability criteria. Investors should conduct their own assessment of the notes from a sustainability perspective.

We will report annually on our performance with respect to the Sustainability Performance Targets for the preceding calendar year.

The contents of our website, including any references made to information accessible therein, including the Framework, the second party opinions and the annual reports on our performance with respect to the Sustainability Performance Targets, do not form part of, and are not incorporated by reference into, this prospectus supplement.

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DESCRIPTION OF THE EURO NOTES AND THE GUARANTEES

Teva Finance II will issue € 1.1 billion aggregate principal amount of 3.750% Sustainability-Linked Senior Notes due 2027 (for this section, the “2027 Euro notes”) and €1.5 billion aggregate principal amount of 4.375% Sustainability-Linked Senior Notes due 2030 (for this section, the “2030 Euro notes” and, together with the 2027 Euro notes, the “Euro notes”) under a senior indenture dated as of March 14, 2018, by and among Teva Finance II, Teva and The Bank of New York Mellon, as trustee (for this section, the “base indenture”), as supplemented by a third supplemental indenture, to be dated on or about November 9, 2021, by and among Teva Finance II, Teva, The Bank of New York Mellon, as trustee, and The Bank of New York Mellon, London Branch, as paying agent (for this section, the “third supplemental indenture”). The terms of the Euro notes of each series include those provided in the indenture. Teva will irrevocably and unconditionally guarantee the punctual payment by Teva Finance II of the principal of and premium and interest, if any, on the Euro notes of each series and all other amounts due and payable under the indenture.

The following description is only a summary of the material provisions of the Euro notes of each series and the related indenture and guarantee. We urge you to read these documents in their entirety because they, and not this description, define your rights as holders of the Euro notes. You may request copies of these documents at our address set forth in the section titled “Incorporation of Certain Documents by Reference.”

When we refer to Teva or the guarantor in this section, we refer only to Teva Pharmaceutical Industries Limited, an Israeli corporation. When we refer to Teva Finance II or the issuer in this section, we refer to Teva Pharmaceutical Finance Netherlands II B.V., an indirect, wholly-owned subsidiary of Teva organized as a Dutch private limited liability company.

For this section, we refer to the base indenture, as supplemented by the third supplemental indenture, as “the indenture”; and we refer to the 2027 Euro notes and the 2030 Euro notes each as a series of Euro notes and, collectively, as the “Euro notes.”

Brief Description of the Euro notes

The Euro notes will:

subject to reopening of the Euro notes at the discretion of the issuer;

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The indenture does not contain any financial covenants or restrictions on the amount of additional indebtedness that Teva, Teva Finance II or any of Teva’s other subsidiaries may incur except as described in “—Certain Covenants” below. The indenture does not protect you in the event of a highly leveraged transaction or change of control of Teva or Teva Finance II. The indenture does not contain a covenant regulating the offer and/or payment of a consent fee to holders. The Euro notes do not contain any sinking fund provisions. Following consummation of the offering and application of the proceeds therefrom, €5,048 million of Securities (as defined in the base indenture) will be outstanding under the indenture, and holders of such Securities, including the holders of the Euro notes, will vote together as a single class with respect to certain matters thereunder.

Teva Finance II may, without the consent of the holders, issue additional Euro notes of any series under the indenture with the same terms (except for the issue date, issue price and, in some cases, the first payment of interest or interest accruing prior to the issue date of such additional Euro notes) and with the same ISIN number as the Euro notes of such series offered hereby in an unlimited aggregate principal amount; provided that if the additional Euro notes of a series are not fungible with the Euro notes of such series for United States federal income tax purposes, such additional Euro notes will have a separate ISIN number. Any additional debt securities having such similar terms, together with the Euro notes of such series, could be considered part of the same series of Euro notes under the indenture; provided that, in the case of any Euro notes represented by global Euro notes, for so long as may be required by the Securities Act or the procedures of the common depositary, Euroclear or Clearstream (or a successor or clearing system), such additional Euro notes of such series will be represented by one or more separate global Euro notes in accordance with the terms of the indenture and subject to applicable transfer or other restrictions. We may also from time to time repurchase Euro notes in open market purchases or negotiated transactions without giving prior notice to holders.

Application has been made to Euronext Dublin to list the Euro notes on the Official List of Euronext Dublin and to admit the Euro notes to trading on the Global Exchange Market thereof. The application to list the Euro notes on the Official List of Euronext Dublin and to admit the Euro notes to trading on the Global Exchange Market may not be approved and settlement is not conditioned on obtaining such listing.

Description of the Guarantees

Teva will irrevocably and unconditionally guarantee the punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of and premium and interest (including any additional amounts in respect of taxes as provided herein), if any, on the Euro notes of each series as well as all other amounts due and payable under the indenture. The respective guarantees will be enforceable by the trustee, the holders of the applicable Euro notes and their successors, transferees and assigns. Teva will also guarantee the USD notes issued in this offering.

Each guarantee will be an unsecured senior obligation of Teva. As indebtedness of Teva, after giving effect to the offerings contemplated hereby, each guarantee will rank:

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Payment of Interest, Premium and Principal

Interest on the Euro notes

Subject to any adjustment in accordance with “Interest Rate Adjustment For 2030 Euro notes Upon Failure to Achieve Sustainability Performance Targets” below, the 2027 Euro notes and the 2030 Euro notes will bear interest at the rate of 3.750% per year and 4.375% per year, respectively, payable semi-annually in arrears on May 9 and November 9 of each year, beginning May 9, 2022, to the holders of record at the close of business on the Business Day (as defined below) immediately preceding the related interest payment date. If an interest payment date for the Euro notes falls on a day that is not a Business Day, interest will be payable on the next succeeding Business Day with the same force and effect as if made on such interest payment date and no interest shall accrue thereon on account of such delay. Interest on the Euro notes will be computed on the basis of a 360-day year comprised of twelve 30-day months, and will accrue from November 9 , 2021, or from the most recent interest payment date to which interest has been paid to, but not including, the next interest payment date.

“Business Day” means any day on which commercial banks and foreign exchange markets are open for business in New York and London; provided that, for purposes of payments on the Euro notes, a “Business Day” must be a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System (TARGET) is operating.

Interest Rate Adjustment For 2030 Euro notes Upon Failure to Achieve Sustainability Performance Targets

From and including May 9, 2026 (the “Step-up Date”) the interest rate payable on the 2030 Euro notes (but not the 2027 Euro notes) shall increase by:

(a) 0.125% per annum unless Teva has achieved the Regulatory Submissions Target as of the Testing Date;

(b) 0.125% per annum unless Teva has achieved the Product Volume Target as of the Testing Date; and

(c) 0.125% per annum unless Teva has achieved the Emission Reduction Target as of the Testing Date;

in each case, as certified by the Issuer or Teva to the trustee in an officer’s certificate (which shall include the Assurance Letter as an exhibit thereto) on or prior to the Certification Date (subject to any clerical or administrative errors (including any delays resulting therefrom)); provided that, for the avoidance of doubt:

(i) the interest rate on the 2030 Euro notes shall not increase on the Step-up Date if Teva has achieved the three Sustainability Performance Targets as of the Testing Date and certified to such on or prior to the Certification Date;

(ii) the increase in the interest rate on the 2030 Euro notes on the Step-up Date shall not exceed a total of 0.125% if Teva has achieved two of the three Sustainability Performance Targets as of the Testing Date and certified to such on or prior to the Certification Date;

(iii) the increase in the interest rate on the 2030 Euro notes on the Step-up Date shall not exceed a total of 0.250% if Teva has met one of the three Sustainability Performance Targets as of the Testing Date and certified to such on or prior to the Certification Date; and

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(iv) in no event shall the total increase in the interest rate on the 2030 Euro notes on the Step-up Date exceed 0.375% (this being the consequence of Teva failing to achieve any of the three Sustainability Performance Targets on the Testing Date and failing to certify to achievement on or prior to the Certification Date).

Premium Payment For 2027 Euro notes Upon Failure to Achieve Sustainability Performance Targets

At maturity or upon earlier redemption of the 2027 Euro notes (but only if such redemption is on or after the Step-up Date), the following premium shall be payable on the 2027 Euro notes (but not the 2030 Euro notes):

(a) 0.150% of the principal amount repaid unless Teva has achieved the Regulatory Submissions Target as of the Testing Date;

(b) 0.150% of the principal amount repaid unless Teva has achieved the Product Volume Target as of the Testing Date; and

(c) 0.150% of the principal amount repaid unless Teva has achieved the Emission Reduction Target as of the Testing Date;

in each case, as certified by the Issuer or Teva to the trustee in an officer’s certificate (which shall include the Assurance Letter as an exhibit thereto) on or prior to the Certification Date (subject to any clerical or administrative errors (including any delays resulting therefrom)); provided that, for the avoidance of doubt:

(i) no premium shall be payable on the 2027 Euro notes if Teva has achieved the three Sustainability Performance Targets as of the Testing Date and certified to such on or prior to the Certification Date;

(ii) the premium on the 2027 Euro notes shall not exceed a total of 0.150% of the principal amount repaid if Teva has achieved two of the three Sustainability Performance Targets as of the Testing Date and certified to such on or prior to the Certification Date;

(iii) the premium on the 2027 Euro notes shall not exceed a total of 0.300% if Teva has met one of the three Sustainability Performance Targets as of the Testing Date and certified to such on or prior to the Certification Date; and

(iv) in no event shall the premium on the 2027 Euro notes exceed 0.450% of the principal amount repaid (this being the consequence of Teva failing to achieve any of the three Sustainability Performance Targets as of the Testing Date and failing to certify to achievement on or prior to the Certification Date).

Definitions and General Terms Relating to Sustainability Performance Targets

“Assurance Letter” means one or more assurance letters from an External Reviewer confirming whether one or more of the Sustainability Performance Targets have been met.

“Certification Date” means June 30, 2026.

“Emission Reduction Target” means Teva’s target to reduce the Scope 1 and 2 greenhouse gas (GHG) emissions by no less than 25% as of the Testing Date (measured on a calendar year basis and compared to the 2019 baseline); provided, however, that for purposes of determining if the Emission Reduction Target has been attained, Teva and its consolidated subsidiaries may calculate greenhouse gas emissions attributable to any single or related series of acquisitions or divestitures completed since the issue date of the Euro Notes as contemplated by The Greenhouse Gas Protocol or other generally accepted protocol or standard for calculating such emissions.

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“External Reviewer” means a qualified provider of third-party assurance or attestation services appointed by the Issuer, Teva or one of Teva’s other subsidiaries to review Teva’s performance in connection with achieving the Sustainability Performance Targets.

“Product Volume Target” means Teva’s target to increase access program product volume donated or tendered to low- and middle-income countries (LMIC) by 150% in the year ending December 31, 2025 compared to the year ending December 31, 2020.

“Regulatory Submissions Target” means Teva’s target to increase the cumulative number of new regulatory submissions made by Teva and its subsidiaries in low- and middle-income countries (LMIC) as designated by the World Bank as of June 2020 and on the World Health Organization’s essential medicines list (WHO EML) as of September 2021 within the therapeutic areas of cardiovascular diseases, pediatric oncology, respiratory diseases, diabetes, mental health and pain/palliative care by 150% in the four-year period ending December 31, 2025 compared to the four-year period ended December 31, 2020.

“Sustainability Performance Targets” means, collectively, the Product Volume Target, the Regulatory Submissions Target and the Emissions Reduction Target; provided, however, that for purposes of determining if any Sustainability Performance Target has been achieved, Teva and its consolidated subsidiaries may exclude the impact of (i) any amendment to, or change in, any applicable laws, regulations, rules, guidelines, standards and policies applicable or relating to the business, operations or properties of Teva and its consolidated subsidiaries following the issue date of the Euro notes, including with respect to the measurement or calculation of any of the Sustainability Performance Targets or (ii) any force majeure, extraordinary or exceptional events or circumstances, including the occurrence of such events or circumstances with respect to any governmental, non-governmental or healthcare organization whose participation, involvement or functioning is necessary, appropriate or, as of the date of this offering, anticipated, for the achievement of the Sustainability Performance Targets (including but not limited to geo-political instability, poor governance practices or the failure of local infrastructure (including physical or social infrastructure or supranational, national, state, provincial or local governance)). If a Sustainability Performance Target is not achieved as a result of the occurrence of any of the foregoing described in the proviso to the immediately preceding sentence, as determined by Teva in its reasonable judgment, such Sustainability Performance Target will be deemed to have been achieved for purposes of the indenture and no interest rate adjustment or premium payment shall result from the failure to achieve such Sustainability Performance Target.

“Testing Date” means December 31, 2025.

The trustee and the paying agent shall be entitled to conclusively rely on an officer’s certificate from the Issuer or Teva, shall have no duty to inquire as to or investigate the accuracy of any such officer’s certificate (or related Assurance Letter), verify the attainment of the Sustainability Performance Targets, or make calculations, investigations or determinations with respect to the attainment of the Sustainability Performance Targets. The trustee and the paying agent shall have no liability to the Issuer, any holder of Euro notes or any other Person in acting in good faith on any such officer’s certificate. The baselines (as set out in the Sustainability-Linked Financing Framework and described above) used to set the Sustainability Performance Targets have not been independently verified or audited by any third party.

Mechanics of Payment

Payments on the Euro notes represented by global Euro notes will be made through the principal paying agent. Payments on the Euro notes will be made in euros at the specified office or agency of the principal paying agent; provided that all such payments with respect to Euro notes of each series represented by one or more global Euro notes deposited with and registered in the name of the common depositary or its nominee for the accounts of Euroclear and Clearstream, will be by wire transfer of immediately available funds to the account specified in writing by the holder or holders thereof to the common depositary.

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In addition, at our option, if physical Euro notes are issued, we may make payments by wire transfer to the account specified by the holder or holders thereof as notified to the principal paying agent in writing at least 15 days prior to such payment date.

Reference to payments of interest in this section, unless the context otherwise requires, refer to the payment of interest and additional amounts in respect to taxes or (with respect to the 2027 Euro notes) premiums, if any.

Selection and Notice

If less than all of the Euro notes of any series are to be redeemed at any time, the trustee or the registrar (as applicable) will select Euro notes of such series for redemption on a pro rata basis (or based on a method that most nearly approximates a pro rata selection as the trustee or the registrar deems fair and appropriate), unless otherwise required by law or applicable stock exchange or depository requirements. Neither the trustee nor the registrar will be liable for any selections made by it in accordance with this paragraph.

For so long as the Euro notes are listed on Euronext Dublin and the rules of Euronext Dublin so require, the Issuer shall publish a notice of redemption in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Times) and in addition to such publication, not less than 10 nor more than 60 days prior to the redemption date, mail such notice to holders of such series by electronic transmission, first-class mail, postage prepaid, at their respective addresses as they appear on the registration books of the registrar. Such notice of redemption may instead be published on the website of the Euronext Dublin.

If any note of any series is to be redeemed in part only, the notice of redemption that relates to that note of such series shall state the portion of the principal amount thereof to be redeemed, in which case a portion of the original note of such series will be issued in the name of the holder thereof upon cancellation of the original note of such series. In the case of a global note, an appropriate notation will be made on such note of such series to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Euro notes of any series called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Euro notes of any series or portions of them called for redemption, unless the redemption price is not paid on the redemption date.

Optional Redemption by the Issuer

Subject to any adjustment in accordance with “—Premium Payment For 2027 Euro notes Upon Failure to Achieve Sustainability Performance Targets” above, the issuer may redeem the Euro notes of any series, in whole or in part, at any time or from time to time, on at least 10 days’, but not more than 60 days’, prior notice delivered to the registered address of each holder of the Euro notes to be redeemed, with a copy of such notice delivered to the trustee and the paying agent. The redemption prices will be equal to the greater of (1) 100% of the principal amount of the Euro notes to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payments (as defined below) on the Euro notes being redeemed discounted, on a semi- annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Reinvestment Rate (as defined below), plus in each case accrued and unpaid interest thereon, if any (including additional interest, if any), to, but not including, the redemption date; provided that if the issuer redeems the Euro notes of any series on or after the applicable Par Call Date for such series, the redemption price for such Euro notes will be equal to 100% of the aggregate principal amount of such Euro notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date.

Notice of any redemption of any series of Euro notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the issuer’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the issuer’s

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discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded or the redemption date delayed in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the issuer may provide in such notice that payment of the redemption price and performance of its obligations with respect to such redemption may be performed by another person.

“Independent Investment Banker” means a bank appointed by Teva Finance II which is a primary European government security dealer, and any of its successors, or a market maker in pricing corporate bond issues.

“Par Call Date” means (i) with respect to the 2027 Euro notes February 9, 2027 (the date that is three months prior to the maturity date of the 2027 Euro notes) and with (ii) respect to the 2030 Euro notes February 9, 2030 (the date that is three months prior to the maturity date of the 2030 Euro notes).

“Reference Bund” means (i) with respect to the 2027 Euro notes the 0.250% Federal Government Bond of Bundesrepublik Deutschland due February 15, 2027, with ISIN DE0001102416 and (ii) with respect to the 2030 Euro notes the 0.000% Federal Government Bond of Bundesrepublik Deutschland due February 15, 2030, with ISIN DE0001102499.

“Reference Dealers” means the Independent Investment Banker and each of the three other banks selected by Teva Finance II which are primary European government security dealers, and their respective successors, or market makers in pricing corporate bond issues.

“Reinvestment Rate” means 0.50%, plus the greater of (i) the average of the four quotations given by the Reference Dealers of the mid-market semi-annual yield to maturity of the Reference Bund at 11:00 a.m. (Central European time (“CET”)) on the fourth Business Day preceding such redemption date and if the Reference Bund is no longer outstanding, a Similar Security will be chosen by the Independent Investment Banker at 11:00 a.m. (CET) on the third Business Day in London preceding such redemption date, quoted in writing by the Independent Investment Banker to Teva Finance II and (ii) zero.

“Remaining Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of principal of and interest on such note as if redeemed on the applicable Par Call Date, determined at the interest rate to be applicable on such redemption date. If the applicable redemption date is not an interest payment date with respect to such note, the amount of the next succeeding scheduled interest payment on such note will be reduced by the amount of interest accrued on such note to such redemption date.

“Similar Security” means a reference bond or reference bonds issued by the German Federal Government having an actual or interpolated maturity comparable with the applicable Par Call Date of the Euro notes of such series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the applicable Par Call Date of Euro notes of such series.

On and after the redemption date, interest will cease to accrue on the Euro notes or any portion of such Euro notes as is called for redemption (unless we default in the payment of the redemption price and accrued interest). On or prior to the redemption date, we will deposit with the paying agent money sufficient to pay the redemption price of and accrued interest on the Euro notes to be redeemed on such date.

The terms of the Euro notes do not prevent Teva, Teva Finance II or any of Teva’s other subsidiaries from purchasing Euro notes on the open market.

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Certain Covenants

Limitations on Secured Debt. If Teva or any of its subsidiaries creates, incurs, assumes or suffers to exist any lien on any of its property (including a subsidiary’s stock or debt) to secure other debt, Teva will secure the Euro notes on the same basis for so long as such other debt is so secured, unless, after giving effect to such lien, the aggregate amount of the secured debt then outstanding (not including debt secured by liens permitted below) plus the value of all sale and leaseback transactions described in paragraph (3) of “—Limitations on Sales and Leasebacks” below would not exceed 10% of Teva’s Consolidated Net Worth. The restrictions do not apply to the following liens:

“Consolidated Net Worth” means the stockholders’ equity of the guarantor and its consolidated subsidiaries, as shown on the audited consolidated balance sheet of the guarantor’s latest annual report to stockholders, prepared in accordance with accounting principles generally accepted in the United States.

Limitations on Sales and Leasebacks. Teva will not, and will not permit any subsidiary to, enter into any sale and leaseback transaction covering any property after the date when Teva Finance II first issues the Euro notes pursuant to the indenture unless:

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Certain Other Covenants

The indenture will contain certain other covenants regarding, among other matters, corporate existence and reports to holders of Euro notes.

Additional Tax Amounts

Neither Teva Finance II, as the issuer, nor Teva, as the guarantor, will withhold or deduct from payments made with respect to the Euro notes on account of any present or future Taxes unless such withholding or deduction is required by law. The term “Taxing Jurisdiction” as used herein means with respect to the Euro notes, The Netherlands, Israel or any jurisdiction where a successor to Teva Finance II or Teva is incorporated or organized or considered to be a resident, if other than The Netherlands or Israel, respectively, or any jurisdiction through which payments will be made.

“Taxes” means, with respect to payments on the Euro notes, all taxes, withholdings, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Jurisdiction or any political subdivision thereof or any authority or agency therein or thereof having power to tax.

In the event that Teva Finance II or Teva is required to withhold or deduct on account of any such Taxes from any payment made under or with respect to the Euro notes, Teva Finance II or Teva, as the case may be, will:

except that no such additional amounts will be payable in respect of any note:

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Teva Finance II, as the issuer, and Teva, as the guarantor, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise from the execution, delivery, enforcement or registration of the Euro notes or any other document or instrument in relation thereto.

Tax Redemption

The Euro notes of any series may be redeemed as a whole, but not in part, at the option of Teva Finance II, Teva or any successor to Teva Finance II or Teva, as the case may be, at any time prior to maturity, upon the giving of not less than 10 days’ nor more than 60 days’ notice of tax redemption to the trustee and the holders of the applicable series of Euro notes, if Teva Finance II or Teva determines that, as a result of:

which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the issuance of Euro notes, Teva Finance II, Teva or any successor to Teva Finance II or Teva, as the case may be, is or will become obligated to pay additional tax amounts with respect to the Euro notes, as described above under “—Additional Tax Amounts,” provided that Teva Finance II or Teva (or any of their respective successors) determines that such obligation cannot be avoided by Teva Finance II or Teva (or any of their respective successors), as the case may be, taking reasonable measures available to it.

The redemption price will be equal to 100% of the principal amount of the applicable series of Euro notes plus accrued and unpaid interest, if any, to, but not including, the date fixed for redemption. The date and the applicable redemption price will be specified in the notice of tax redemption, which notice will be given not earlier than 90 days prior to the earliest date on which Teva Finance II (or its successor) or, as the case may be, Teva (or its successor) would be obligated to pay such additional tax amounts if a payment in respect of the relevant Euro notes were actually due on such date. The Euro notes can be redeemed if, at the time such notice of redemption is given, such obligation to pay such additional tax amounts remains in effect.

Prior to giving the notice of a tax redemption, Teva Finance II, Teva or any successor to Teva Finance II or Teva, as the case may be, will deliver to the trustee:

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See “Dutch Tax Considerations” for additional information on potential Dutch withholding taxes in respect of interest payments on the Euro notes.

Events of Default

Each of the following constitutes an event of default under the indenture with respect to each series of Euro notes:

For the avoidance of doubt, failure to achieve one or more Sustainability Performance Targets shall not constitute a default or an event of default with respect to the Euro notes.

The indenture will provide that the trustee shall (other than in the case of (vii) above, which shall result in the Euro notes of a series becoming immediately due and payable), within 90 days of the occurrence of a

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default under the indenture, give to the registered holders of the Euro notes of such series notice of all defaults that have occurred and are continuing known to it, but the trustee shall be protected in withholding such notice if it, in good faith, determines that the withholding of such notice is in the best interest of such registered holders, except in the case of a default in the payment of the principal of or interest on, any of the Euro notes when due or in the payment of any redemption or repurchase obligation.

If an event of default under the indenture shall occur and be continuing, the trustee or the holders of at least 25% in aggregate principal amount of the Euro notes of such series affected then outstanding may declare the principal amount of such series of Euro notes due and payable, together with accrued and unpaid interest, if any, and then the trustee may, at its discretion, proceed to protect and enforce the rights of the holders of such series of Euro notes by appropriate judicial proceedings. Such declaration may be rescinded or annulled with the written consent of the holders of a majority in aggregate principal amount of such series of Euro notes then outstanding. Any time period in the indenture or the Euro notes to cure any actual or alleged default or event of default may be extended or stayed by a court of competent jurisdiction.

The indenture will contain a provision entitling the trustee, subject to the duty of the trustee during default to act with the required standard of care, to be indemnified to its satisfaction by the holders of the Euro notes before proceeding to exercise any right or power under the indenture at the request of such holders. The indenture will provide that, subject to the conditions set forth therein, the holders of a majority in aggregate principal amount of the Euro notes of a series then outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such series of Euro notes by the indenture. Teva Finance II will be required to furnish annually to the trustee a statement as to its compliance with all conditions and covenants under the indenture.

“Indebtedness” means, with respect to any person:

Consolidation, Merger or Assumption

Teva Finance II may, without the consent of the holders of the Euro notes, consolidate with, merge into or transfer all or substantially all of its respective assets to any other corporation, limited liability company, partnership, joint venture, association, joint stock company or trust organized under the laws of The Netherlands, in the case of Teva Finance II, provided that:

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Under the terms of the indenture, Teva may, without the consent of the holders of Euro notes, consolidate with, merge into or transfer all or substantially all of its assets to any other corporation provided that:

The indenture will provide that so long as any Euro notes are outstanding, all of Teva Finance II’s capital stock or membership interests, as applicable, will be owned directly or indirectly by Teva or its successor.

Modifications and Amendments

Changes Requiring Approval of Each Affected Holder

The indenture will provide that it cannot be modified or amended without the written consent or the affirmative vote of the holder of each note affected by such change to:

Changes Requiring Majority Approval

Except as described above, the indenture may be modified or amended with the written consent of the holders of at least a majority in aggregate principal amount of Securities affected at the time outstanding (voting as one class). Therefore, amendments to provisions contained in the base indenture will require the requisite vote of the Securities outstanding thereunder (including the Euro notes offered hereby), while amendments to provisions contained in the third supplemental indenture will require the requisite vote of the Euro notes of such series offered hereby.

Changes Requiring No Approval

The indenture or the Euro notes may be modified or amended by Teva Finance II, Teva and the trustee, without the consent of the holder of any note, for the purposes of, among other things:

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Satisfaction and Discharge

Teva Finance II and Teva may satisfy and discharge their obligations under the indenture with respect to any Euro notes while the Euro notes remain outstanding if:

and, in either case, Teva Finance II has deposited with the trustee an amount sufficient to pay and discharge all outstanding Euro notes issued under the indenture on the date of their scheduled maturity or the scheduled date of redemption, as the case may be.

Governing Law

The indenture and the Euro notes will be governed by, and construed in accordance with, the law of the State of New York.

Information Concerning the Trustee and Paying Agent

The Bank of New York Mellon has been appointed by us as trustee, transfer agent and registrar with regard to the Euro notes of each series. The Bank of New York Mellon, London Branch, has been appointed by us as the paying agent with respect to the Euro notes and will act as common depositary. The Bank of New York Mellon, The Bank of New York Mellon, London Branch or their affiliates may from time to time in the future provide banking and other services to us in the ordinary course of their business. The Bank of New York Mellon

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and The Bank of New York Mellon, London Branch shall be under no obligation to exercise any of the trusts or powers vested in them by the indenture at the request, order or direction of any of the holders of the Euro notes of a series pursuant to the indenture, unless such holders shall have offered to the trustee and the paying agent security or indemnity satisfactory to them against the costs, expenses and liabilities which might be incurred therein or thereby.

Provisions Relating To The Euro notes While Represented By The Global Euro notes

General

The Euro notes issued on the closing date will be issued in the form of global Euro notes in fully registered form without coupons representing the aggregate principal amount of the outstanding Euro notes. Each global note will be deposited with and registered in the name of a common depositary for Euroclear and Clearstream or a nominee thereof.

Book-entry interests will be limited to persons that have accounts with Euroclear and/or Clearstream, or persons that hold interests through such participants. Euroclear and Clearstream will hold interests in the global Euro notes or depositary interest therein on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries.

Except under the limited circumstances described below under “—Physical Euro notes,” owners of book-entry interests will not be entitled to receive physical delivery of the Euro notes. Instead, book-entry interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by Euroclear and Clearstream and their participants. As long as the Euro notes are held in global form, the common depositary for Euroclear and/or Clearstream (or its nominee) will be considered the sole holder of global Euro notes for all purposes under the indenture. As such, participants must rely on the procedures of Euroclear and Clearstream and indirect participants must rely on the procedures of the participants through which they own book-entry interests in order to exercise any rights of holders under the indenture. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. The foregoing limitations may impair the ability to own, transfer or pledge book-entry interests. In addition, while the Euro notes are in global form, owners of interest in the global note will not have Euro notes registered in their names and will not be considered the registered owners or “holders” thereof under the indenture for any purpose.

Teva Finance II will not impose any fees or other charges in respect of the Euro notes; however, holders of the book-entry interests may incur fees normally payable in respect of the maintenance and operation of accounts in Euroclear and/or Clearstream.

Neither the trustee nor any of its agents will have any responsibility or be liable for any aspect of the records relating to the book-entry interests.

The information below concerning Euroclear and Clearstream has been derived from information obtained from Euroclear and Clearstream and other sources. None of Teva Finance II, Teva or the managers (or any person acting on their behalf) makes any representation or warranty regarding the accuracy or completeness thereof.

Physical Euro notes

Under the terms of the indenture, owners of book-entry interests will receive Euro notes in definitive form (the “physical Euro notes”) only in the following circumstances:

(1) Euroclear or Clearstream notifies Teva Finance II in writing that it is unwilling or unable to continue to act as depositary for the Euro notes, or Euroclear or Clearstream ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the global note is not appointed by Teva Finance II within 90 days of such notice or cessation; or

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(2) an Event of Default has occurred and is continuing and the registrar has received a request from Euroclear or Clearstream on behalf of the members of, or participants in, Euroclear or Clearstream for the issuance of physical Euro notes in exchange for the global note.

In such an event, Teva Finance II will issue physical Euro notes in fully registered form without coupons in the name or names and issued in any approved denominations, requested by or on behalf of Euroclear and/or Clearstream, as applicable (in accordance with their respectively customary procedures and based upon directions received from participants reflecting the beneficial ownership of book-entry interests), and such physical Euro notes will bear a restrictive legend with respect to certain transfer restrictions, unless that legend is not required by the indenture or applicable law.

Payments on Global Euro notes

Payments of any amounts (including principal, premium interest and additional amounts) on the global Euro notes will be made through the principal paying agent. Payments on the Euro notes will be made in euros at the specified office or agency of the principal paying agent; provided that all such payments with respect to Euro notes represented by one or more global Euro notes deposited with and registered in the name of the common depositary for Euroclear and Clearstream or its nominee will be by wire transfer of immediately available funds to the account specified in writing by the holder or holders thereof to the common depositary. The principal paying agent will, in turn, make such payments to the common depositary for Euroclear and Clearstream. Such payments will then be distributed to participants of Euroclear and Clearstream in accordance with the relevant system’s procedures.

In addition, at our option, if physical Euro notes are issued, we may make payments by wire transfer to the account specified by the holder or holders thereof as notified to the principal paying agent in writing at least 15 days prior to such payment date.

Under the terms of the indenture, each of Teva Finance II, Teva, the trustee and any agents of the foregoing (including the principal paying agent) will treat the registered holder of the global Euro notes (e.g., the common depositary or its nominee) as the absolute owner thereof for the purpose of receiving payments and for all other purposes. Consequently, none of Teva Finance II, Teva, the trustee or any of their respective agents has or will have any responsibility or liability for:

(1) any aspect of the records of Euroclear, Clearstream or any participant or indirect participant relating to or payments made on account of a book-entry interest, for any such payments made by Euroclear, Clearstream or any participant or indirect participants, or for maintaining, supervising or reviewing any of the records of Euroclear, Clearstream or any participant or indirect participant relating to or payments made on account of a book-entry interest; or

(2) Euroclear, Clearstream or any participant or indirect participant.

Payments by participants to owners of book-entry interests held through participants are the responsibility of such participants, as is now the case with securities held for the accounts of customers registered in “street name.”

Redemption of Global Note

In the event a global note, or any portion thereof, is redeemed, payment of all amounts in respect of the redemption will be made through the principal paying agent in the manner described above. Euroclear and/or Clearstream, as applicable, will distribute the amount received by them in respect of the global note so redeemed to the holders of the book-entry interests in such global note. Teva understands that under existing practices of Euroclear and Clearstream, if fewer than all of the Euro notes are to be redeemed at any time, Euroclear and

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Clearstream will credit their respective participants’ accounts on a proportionate basis (with adjustments to prevent fractions) or on such other basis as they deem fair and appropriate; provided, however, that no book-entry interest of less than €1,000 in principal amount may be redeemed in part.

Action by Owners of Book-Entry Interests

Euroclear and Clearstream have advised Teva that they will take any action permitted to be taken by a holder (including the presentation of Euro notes for exchange as described above) only at the direction of one or more participants to whose account the book-entry interests in any global note are credited and only in respect of such portion to the aggregate principal amount of Euro notes as to which such participant or participants has or have given such direction. Euroclear and Clearstream will not exercise any discretion in the granting of consents, waivers or the taking of any other action in respect of such global note. However, if there is an Event of Default under the Euro notes, each of Euroclear and Clearstream reserve the right to exchange the global Euro notes for physical Euro notes, and to distribute such physical Euro notes to its participants.

Global Clearance and Settlement under the Book-Entry System

Initial Settlement

Book-entry interests owned through Euroclear or Clearstream accounts will follow the settlement procedures applicable to conventional eurobonds in registered form. Book-entry interests will be credited to the securities custody accounts of Euroclear and Clearstream holders on the business day following the settlement date against payment for value on the settlement date.

Secondary Market Trading

The book-entry interests will trade through participants of Euroclear or Clearstream and will settle in same-day funds. Since the purchase determines the place of delivery, it is important to establish at the time of trading of any book-entry interests where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Information Concerning Euroclear and Clearstream

We understand the following with respect to Euroclear and Clearstream:

Custody Risks

Investors that acquire, hold and transfer interests in the Euro notes by book-entry through accounts with Euroclear and/or Clearstream or any other securities intermediary are subject to the laws and contractual

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provisions governing their relationship with their intermediary, as well as the laws and contractual provisions governing the relationship between such an intermediary and each other intermediary, if any, standing between themselves and the individual securities.

Procedures Subject to Change

Although Euroclear and Clearstream have agreed to these procedures in order to facilitate transfers of securities among Euroclear and Clearstream, they are under no obligation to perform or continue to perform these procedures and these procedures may be discontinued and may be changed at any time by either of them.

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DESCRIPTION OF THE USD NOTES AND THE GUARANTEES

Teva Finance III will issue $1.0 billion aggregate principal amount of 4.750% Sustainability-Linked Senior Notes due 2027 (for this section, the “2027 USD notes”) and $1.0 billion aggregate principal amount of 5.125% Sustainability-Linked Senior Notes due 2029 (for this section, the “2029 USD notes” and, together with the 2027 USD notes, the “USD notes”) under a senior indenture dated as of March 14, 2018, by and among Teva Finance III, Teva and The Bank of New York Mellon, as trustee (for this section, the “base indenture”), as supplemented by a third supplemental indenture, to be dated on or about November 9, 2021, by and among Teva Finance III, Teva and The Bank of New York Mellon, as trustee and paying agent (for this section, the “third supplemental indenture”). The terms of the USD notes of each series include those provided in the indenture. Teva will irrevocably and unconditionally guarantee the punctual payment by Teva Finance III of the principal of and premium and interest, if any, on the USD notes of each series and all other amounts due and payable under the indenture.

The following description is only a summary of the material provisions of the USD notes of each series and the related indenture and guarantee. We urge you to read these documents in their entirety because they, and not this description, define your rights as holders of the USD notes. You may request copies of these documents at our address set forth in the section titled “Incorporation of Certain Documents by Reference.”

When we refer to Teva or the guarantor in this section, we refer only to Teva Pharmaceutical Industries Limited, an Israeli corporation. When we refer to Teva Finance III or the issuer in this section, we refer to Teva Pharmaceutical Finance Netherlands III B.V., an indirect, wholly-owned subsidiary of Teva organized as a Dutch private limited liability company.

For this section, we refer to the base indenture, as supplemented by the third supplemental indenture, as “the indenture”; and we refer to the 2027 USD notes and the 2029 USD notes each as a series of USD notes and, collectively, as the “USD notes.”

Brief Description of the USD notes

The USD notes will:

subject to reopening of the USD notes at the discretion of the issuer;

accrue interest at a rate of 4.750% per annum on the 2027 USD notes and 5.125% per annum on the 2029 USD notes, in each case payable semi-annually in arrears on May 9 and November 9 of each year, beginning on May 9, 2022, provided that the interest rate on the 2029 USD notes shall be subject to adjustment as described under “—Interest Rate Adjustment For 2029 USD notes Upon Failure to Achieve Sustainability Performance Targets” below;

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The indenture does not contain any financial covenants or restrictions on the amount of additional indebtedness that Teva, Teva Finance III or any of Teva’s other subsidiaries may incur except as described in “—Certain Covenants” below. The indenture does not protect you in the event of a highly leveraged transaction or change of control of Teva or Teva Finance III. The indenture does not contain a covenant regulating the offer and/or payment of a consent fee to holders. The USD notes do not contain any sinking fund provisions. Following consummation of the offering and application of the proceeds therefrom, $5,210 million of Securities (as defined in the base indenture) will be outstanding under the indenture, and holders of such Securities, including the holders of the USD notes, will vote together as a single class with respect to certain matters thereunder.

Teva Finance III may, without the consent of the holders, issue additional USD notes of any series under the indenture with the same terms (except for the issue date, issue price and, in some cases, the first payment of interest or interest accruing prior to the issue date of such additional USD notes) and with the same CUSIP number as the USD notes of such series offered hereby in an unlimited aggregate principal amount; provided that if the additional USD notes of a series are not fungible with the USD notes of such series for United States federal income tax purposes, such additional USD notes will have a separate CUSIP number. We may also from time to time repurchase USD notes in open market purchases or negotiated transactions without giving prior notice to holders.

You may present definitive registered USD notes for registration of transfer and exchange, without service charge, at our office or agency in New York City, which shall initially be the office or agency of the trustee in New York City. For information regarding registration of transfer and exchange of global registered USD notes, see “—Form, Denomination and Registration” below.

Description of the Guarantees

Teva will irrevocably and unconditionally guarantee the punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of and premium and interest (including any additional amounts in respect of taxes as provided herein), if any, on the USD notes of each series as well as all other amounts due and payable under the indenture. The respective guarantees will be enforceable by the trustee, the holders of the applicable USD notes and their successors, transferees and assigns. Teva will also guarantee the Euro notes issued in this offering.

Each guarantee will be an unsecured senior obligation of Teva. As indebtedness of Teva, after giving effect to the offerings contemplated hereby, each guarantee will rank:

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Payment of Interest, Premium and Principal

Interest on the USD notes

Subject to any adjustment in accordance with “ Interest Rate Adjustment For 2029 USD notes Upon Failure to Achieve Sustainability Performance Targets” below, the 2027 USD notes and the 2029 USD notes will bear interest at the rate of 4.750% per year and 5.125% per year, respectively, payable semi-annually in arrears on May 9 and November 9 of each year, beginning May 9, 2022, to the holders of record at the close of business on the preceding May 1 and November 1, respectively, whether or not a Business Day (as defined below). If an interest payment date for the USD notes falls on a day that is not a Business Day, interest will be payable on the next succeeding Business Day with the same force and effect as if made on such interest payment date and no interest shall accrue thereon on account of such delay. Interest on the USD notes will be computed on the basis of a 360-day year comprised of twelve 30-day months, and will accrue from November 9, 2021, or from the most recent interest payment date to which interest has been paid to, but not including, the next interest payment date.

“Business Day” means a day other than (i) a Saturday or Sunday, (ii) a day on which banks in New York, New York are authorized or obligated by law or executive order to remain closed or (iii) a day on which the trustee’s corporate trust office is closed for business.

Interest Rate Adjustment For 2029 USD notes Upon Failure to Achieve Sustainability Performance Targets

From and including May 9, 2026 (the “Step-up Date”), the interest rate payable on the 2029 USD notes (but not the 2027 USD notes) shall increase by:

(a) 0.125% per annum unless Teva has achieved the Regulatory Submissions Target as of the Testing Date;

(b) 0.125% per annum unless Teva has achieved the Product Volume Target as of the Testing Date; and

(c) 0.125% per annum unless Teva has achieved the Emission Reduction Target as of the Testing Date;

in each case, as certified by the Issuer or Teva to the trustee in an officer’s certificate (which shall include the Assurance Letter as an exhibit thereto) on or prior to the Certification Date (subject to any clerical or administrative errors (including any delays resulting therefrom)); provided that, for the avoidance of doubt:

(i) the interest rate on the 2029 USD notes shall not increase on the Step-up Date if Teva has achieved the three Sustainability Performance Targets as of the Testing Date and certified to such on or prior to the Certification Date;

(ii) the increase in the interest rate on the 2029 USD notes on the Step-up Date shall not exceed a total of 0.125% if Teva has achieved two of the three Sustainability Performance Targets as of the Testing Date and certified to such on or prior to the Certification Date;

(iii) the increase in the interest rate on the 2029 USD notes on the Step-up Date shall not exceed a total of 0.250% if Teva has met one of the three Sustainability Performance Targets as of the Testing Date and certified to such on or prior to the Certification Date; and

(iv) in no event shall the total increase in the interest rate on the 2029 USD notes on the Step-up Date exceed 0.375% (this being the consequence of Teva failing to achieve any of the three Sustainability Performance Targets on the Testing Date and failing to certify to achievement on or prior to the Certification Date).

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Premium Payment For 2027 USD notes Upon Failure to Achieve Sustainability Performance Targets

At maturity or upon earlier redemption of the 2027 USD notes (but only if such redemption is on or after the Step-up Date), the following premium shall be payable on the 2027 USD notes (but not the 2029 USD notes):

(a) 0.150% of the principal amount repaid unless Teva has achieved the Regulatory Submissions Target as of the Testing Date;

(b) 0.150% of the principal amount repaid unless Teva has achieved the Product Volume Target as of the Testing Date; and

(c) 0.150% of the principal amount repaid unless Teva has achieved the Emission Reduction Target as of the Testing Date;

in each case, as certified by the Issuer or Teva to the trustee in an officer’s certificate (which shall include the Assurance Letter as an exhibit thereto) on or prior to the Certification Date (subject to any clerical or administrative errors (including any delays resulting therefrom)); provided that, for the avoidance of doubt:

(i) no premium shall be payable on the 2027 USD notes if Teva has achieved the three Sustainability Performance Targets as of the Testing Date and certified to such on or prior to the Certification Date;

(ii) the premium on the 2027 USD notes shall not exceed a total of 0.150% of the principal amount repaid if Teva has achieved two of the three Sustainability Performance Targets as of the Testing Date and certified to such on or prior to the Certification Date;

(iii) the premium on the 2027 USD notes shall not exceed a total of 0.300% if Teva has met one of the three Sustainability Performance Targets as of the Testing Date and certified to such on or prior to the Certification Date; and

(iv) in no event shall the premium on the 2027 USD notes exceed 0.450% of the principal amount repaid (this being the consequence of Teva failing to achieve any of the three Sustainability Performance Targets as of the Testing Date and failing to certify to achievement on or prior to the Certification Date).

Definitions and General Terms Relating to Sustainability Performance Targets

“Assurance Letter” means one or more assurance letters from an External Reviewer confirming whether one or more of the Sustainability Performance Targets have been met.

“Certification Date” means June 30, 2026.

“Emission Reduction Target” means Teva’s target to reduce the Scope 1 and 2 greenhouse gas (GHG) emissions by no less than 25% as of the Testing Date (measured on a calendar year basis and compared to the 2019 baseline); provided, however, that for purposes of determining if the Emission Reduction Target has been attained, Teva and its consolidated subsidiaries may calculate greenhouse gas emissions attributable to any single or related series of acquisitions or divestitures completed since the issue date of the USD notes as contemplated by The Greenhouse Gas Protocol or other generally accepted protocol or standard for calculating such emissions.

“External Reviewer” means a qualified provider of third-party assurance or attestation services appointed by the Issuer, Teva or one of Teva’s other subsidiaries to review Teva’s performance in connection with achieving the Sustainability Performance Targets.

“Product Volume Target” means Teva’s target to increase access program product volume donated or tendered to low- and middle-income countries (LMIC) by 150% in the year ending December 31, 2025 compared to the year ending December 31, 2020.

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“Regulatory Submissions Target” means Teva’s target to increase the cumulative number of new regulatory submissions made by Teva and its subsidiaries in low- and middle-income countries (LMIC) as designated by the World Bank as of June 2020 and on the World Health Organization’s essential medicines list (WHO EML) as of September 2021 within the therapeutic areas of cardiovascular diseases, pediatric oncology, respiratory diseases, diabetes, mental health and pain/palliative care by 150% in the four-year period ending December 31, 2025 compared to the four-year period ended December 31, 2020.

“Sustainability Performance Targets” means, collectively, the Product Volume Target, the Regulatory Submissions Target and the Emissions Reduction Target; provided, however, that for purposes of determining if any Sustainability Performance Target has been achieved, Teva and its consolidated subsidiaries may exclude the impact of (i) any amendment to, or change in, any applicable laws, regulations, rules, guidelines, standards and policies applicable or relating to the business, operations or properties of Teva and its consolidated subsidiaries following the issue date of the Euro notes, including with respect to the measurement or calculation of any of the Sustainability Performance Targets or (ii) any force majeure, extraordinary or exceptional events or circumstances, including the occurrence of such events or circumstances with respect to any governmental, non-governmental or healthcare organization whose participation, involvement or functioning is necessary, appropriate or, as of the date of this offering, anticipated, for the achievement of the Sustainability Performance Targets (including but not limited to geo-political instability, poor governance practices or the failure of local infrastructure (including physical or social infrastructure or supranational, national, state, provincial or local governance)). If a Sustainability Performance Target is not achieved as a result of the occurrence of any of the foregoing described in the proviso to the immediately preceding sentence, as determined by Teva in its reasonable judgment, such Sustainability Performance Target will be deemed to have been achieved for purposes of the indenture and no interest rate adjustment or premium payment shall result from the failure to achieve such Sustainability Performance Target.

“Testing Date” means December 31, 2025.

The trustee shall be entitled to conclusively rely on an officer’s certificate from the Issuer or Teva, shall have no duty to inquire as to or investigate the accuracy of any such officer’s certificate (or related Assurance Letter), verify the attainment of the Sustainability Performance Targets, or make calculations, investigations or determinations with respect to the attainment of the Sustainability Performance Targets. The trustee shall have no liability to the Issuer, any holder of Euro notes or any other Person in acting in good faith on any such officer’s certificate. The baselines (as set out in the Sustainability-Linked Financing Framework and described above) used to set the Sustainability Performance Targets have not been independently verified or audited by any third party.

Mechanics of Payment

Except as provided below, Teva Finance III will pay interest on:

At maturity, Teva Finance III will pay interest on the definitive registered USD notes at our office or agency in New York City, which initially will be the office or agency of the trustee in New York City.

Teva Finance III will pay principal and premium, if any, on:

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Reference to payments of interest in this section, unless the context otherwise requires, refer to the payment of interest and additional amounts in respect to taxes or (with respect to the 2027 Dollar notes) premiums, if any.

Selection and Notice

If less than all of the USD notes of any series are to be redeemed at any time, the trustee or the registrar (as applicable) will select USD notes of such series for redemption on a pro rata basis (or based on a method that most nearly approximates a pro rata selection as the trustee or the registrar deems fair and appropriate), unless otherwise required by law or applicable stock exchange or depository requirements. Neither the trustee nor the registrar will be liable for any selections made by it in accordance with this paragraph.

The Issuer shall, not less than 10 nor more than 60 days prior to the redemption date, mail a notice of redemption to holders of such series by electronic transmission, first-class mail, postage prepaid, at their respective addresses as they appear on the registration books of the registrar.

If any note of any series is to be redeemed in part only, the notice of redemption that relates to that note of such series shall state the portion of the principal amount thereof to be redeemed, in which case a portion of the original note of such series will be issued in the name of the holder thereof upon cancellation of the original note of such series. In the case of a global note, an appropriate notation will be made on such note of such series to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), USD notes of any series called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on USD notes of any series or portions of them called for redemption, unless the redemption price is not paid on the redemption date.

Optional Redemption by the Issuer

Subject to any adjustment in accordance with “ —Premium Payment For 2027 USD notes Upon Failure to Achieve Sustainability Performance Targets” above, the issuer may redeem the USD notes of any series, in whole or in part, at any time or from time to time, on at least 10 days’, but not more than 60 days’, prior notice delivered to the registered address of each holder of the USD notes to be redeemed, with a copy of such notice delivered to the trustee. The redemption prices will be equal to the greater of (1) 100% of the principal amount of the USD notes to be redeemed or (2) the sum of the present values of the Remaining Scheduled Payments (as defined below) on the USD notes being redeemed discounted, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the sum of the Treasury Rate (as defined below) plus 50 basis points, in the case of the 2027 USD notes, and 50 basis points, in the case of the 2029 USD notes, plus in each case accrued and unpaid interest thereon, if any, to, but not including, the redemption date; provided that if the issuer redeems the USD notes of any series on or after the applicable Par Call Date for such series, the redemption price for such USD notes will be equal to 100% of the aggregate principal amount of such USD notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date.

Notice of any redemption of any series of USD notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the issuer’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded or the redemption date delayed in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the issuer

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may provide in such notice that payment of the redemption price and performance of its obligations with respect to such redemption may be performed by another person.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term to the Par Call Date of the applicable series of USD notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term to the Par Call Date of such series of USD notes.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest of such Reference Treasury Dealer Quotations or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by us.

“Par Call Date” means (i) with respect to the 2027 USD notes February 9, 2027 (the date that is three months prior to the maturity date of the 2027 USD notes) and (ii) with respect to the 2029 USD notes February 9, 2029 (the date that is three months prior to the maturity date of the 2029 USD notes).

“Reference Treasury Dealer” means each of BNP Paribas Securities Corp., BofA Securities, Inc., HSBC Bank plc and J.P. Morgan Securities plc and their respective successors. If any of the foregoing shall cease to be a Primary Treasury Dealer or is unable or unwilling to provide such services, we will substitute another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such redemption date.

“Remaining Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of principal of and interest on such note as if redeemed on the applicable Par Call Date, determined at the interest rate to be applicable on such redemption date. If the applicable redemption date is not an interest payment date with respect to such note, the amount of the next succeeding scheduled interest payment on such note will be reduced by the amount of interest accrued on such note to such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity (computed as of the second Business Day immediately preceding such redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

On and after the redemption date, interest will cease to accrue on the USD notes or any portion of such USD notes as is called for redemption (unless we default in the payment of the redemption price and accrued interest). On or prior to the redemption date, we will deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the USD notes to be redeemed on such date.

The terms of the USD notes do not prevent Teva, Teva Finance III or any of Teva’s other subsidiaries from purchasing USD notes on the open market.

Certain Covenants

Limitations on Secured Debt. If Teva or any of its subsidiaries creates, incurs, assumes or suffers to exist any lien on any of its property (including a subsidiary’s stock or debt) to secure other debt, Teva will secure

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the USD notes on the same basis for so long as such other debt is so secured, unless, after giving effect to such lien, the aggregate amount of the secured debt then outstanding (not including debt secured by liens permitted below) plus the value of all sale and leaseback transactions described in paragraph (3) of “—Limitations on Sales and Leasebacks” below would not exceed 10% of Teva’s Consolidated Net Worth. The restrictions do not apply to the following liens:

“Consolidated Net Worth” means the stockholders’ equity of the guarantor and its consolidated subsidiaries, as shown on the audited consolidated balance sheet of the guarantor’s latest annual report to stockholders, prepared in accordance with accounting principles generally accepted in the United States.

Limitations on Sales and Leasebacks. Teva will not, and will not permit any subsidiary to, enter into any sale and leaseback transaction covering any property after the date when Teva Finance III first issues the USD notes pursuant to the indenture unless:

Certain Other Covenants

The indenture will contain certain other covenants regarding, among other matters, corporate existence and reports to holders of USD notes.

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Additional Tax Amounts

Neither Teva Finance III, as the issuer, nor Teva, as the guarantor, will withhold or deduct from payments made with respect to the USD notes on account of any present or future Taxes unless such withholding or deduction is required by law. The term “Taxing Jurisdiction” as used herein means with respect to the USD notes, The Netherlands, Israel or any jurisdiction where a successor to Teva Finance III or Teva is incorporated or organized or considered to be a resident, if other than The Netherlands or Israel, respectively, or any jurisdiction through which payments will be made.

“Taxes” means, with respect to payments on the USD notes, all taxes, withholdings, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Jurisdiction or any political subdivision thereof or any authority or agency therein or thereof having power to tax.

In the event that Teva Finance III or Teva is required to withhold or deduct on account of any such Taxes from any payment made under or with respect to the USD notes, Teva Finance III or Teva, as the case may be, will:

except that no such additional amounts will be payable in respect of any note:

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Teva Finance III, as the issuer, and Teva, as the guarantor, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise from the execution, delivery, enforcement or registration of the USD notes or any other document or instrument in relation thereto.

Tax Redemption

The USD notes of any series may be redeemed as a whole, but not in part, at the option of Teva Finance III, Teva or any successor to Teva Finance III or Teva, as the case may be, at any time prior to maturity, upon the giving of not less than 10 days’ nor more than 60 days’ notice of tax redemption to the trustee and the holders of the applicable series of USD notes, if Teva Finance III or Teva determines that, as a result of:

which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the issuance of USD notes, Teva Finance III, Teva or any successor to Teva Finance III or Teva, as the case may be, is or will become obligated to pay additional tax amounts with respect to the USD notes, as described above under “—Additional Tax Amounts,” provided that Teva Finance III or Teva (or any of their respective successors) determines that such obligation cannot be avoided by Teva Finance III or Teva (or any of their respective successors), as the case may be, taking reasonable measures available to it.

The redemption price will be equal to 100% of the principal amount of the applicable series of USD notes plus accrued and unpaid interest, if any, to, but not including, the date fixed for redemption. The date and the applicable redemption price will be specified in the notice of tax redemption, which notice will be given not earlier than 90 days prior to the earliest date on which Teva Finance III (or its successor) or, as the case may be, Teva (or its successor) would be obligated to pay such additional tax amounts if a payment in respect of the relevant USD notes were actually due on such date. The USD notes can be redeemed if, at the time such notice of redemption is given, such obligation to pay such additional tax amounts remains in effect.

Prior to giving the notice of a tax redemption, Teva Finance III, Teva or any successor to Teva Finance III or Teva, as the case may be, will deliver to the trustee:

See “Dutch Tax Considerations” for additional information on potential Dutch withholding taxes in respect of interest payments on the USD notes.

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Events of Default

Each of the following constitutes an event of default under the indenture with respect to each series of USD notes:

For the avoidance of doubt, failure to achieve one or more Sustainability Performance Targets shall not constitute a default or an event of default with respect to the USD notes.

The indenture will provide that the trustee shall (other than in the case of (vii) above, which shall result in the USD notes of a series becoming immediately due and payable), within 90 days of the occurrence of a default under the indenture, give to the registered holders of the USD notes of such series notice of all defaults that have occurred and are continuing known to it, but the trustee shall be protected in withholding such notice if it, in good faith, determines that the withholding of such notice is in the best interest of such registered holders, except in the case of a default in the payment of the principal of or interest on, any of the USD notes when due or in the payment of any redemption or repurchase obligation.

If an event of default under the indenture shall occur and be continuing, the trustee or the holders of at least 25% in aggregate principal amount of the USD notes of such series affected then outstanding may declare

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the principal amount of such series of USD notes due and payable, together with accrued and unpaid interest, if any, and then the trustee may, at its discretion, proceed to protect and enforce the rights of the holders of such series of USD notes by appropriate judicial proceedings. Such declaration may be rescinded or annulled with the written consent of the holders of a majority in aggregate principal amount of such series of USD notes then outstanding. Any time period in the indenture or the USD notes to cure any actual or alleged default or event of default may be extended or stayed by a court of competent jurisdiction.

The indenture will contain a provision entitling the trustee, subject to the duty of the trustee during default to act with the required standard of care, to be indemnified to its satisfaction by the holders of the USD notes before proceeding to exercise any right or power under the indenture at the request of such holders. The indenture will provide that, subject to the conditions set forth therein, the holders of a majority in aggregate principal amount of the USD notes of a series then outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such series of USD notes by the indenture.

Teva Finance III will be required to furnish annually to the trustee a statement as to its compliance with all conditions and covenants under the indenture.

“Indebtedness” means, with respect to any person:

Consolidation, Merger or Assumption

Teva Finance III may, without the consent of the holders of the USD notes, consolidate with, merge into or transfer all or substantially all of its respective assets to any other corporation, limited liability company, partnership, joint venture, association, joint stock company or trust organized under the laws of The Netherlands, in the case of Teva Finance III, provided that:

Under the terms of the indenture, Teva may, without the consent of the holders of USD notes, consolidate with, merge into or transfer all or substantially all of its assets to any other corporation, provided that:

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The indenture will provide that so long as any USD notes are outstanding, all of Teva Finance III’s capital stock or membership interests, as applicable, will be owned directly or indirectly by Teva or its successor.

Modifications and Amendments

Changes Requiring Approval of Each Affected Holder

The indenture will provide that it cannot be modified or amended without the written consent or the affirmative vote of the holder of each note affected by such change to:

Changes Requiring Majority Approval

Except as described above, the indenture may be modified or amended with the written consent of the holders of at least a majority in aggregate principal amount of Securities affected at the time outstanding (voting as one class). Therefore, amendments to provisions contained in the base indenture will require the requisite vote of the Securities outstanding thereunder (including the USD notes offered hereby), while amendments to provisions contained in the third supplemental indenture will require the requisite vote of the USD notes of such series offered hereby.

Changes Requiring No Approval

The indenture or the USD notes may be modified or amended by Teva Finance III, Teva and the trustee, without the consent of the holder of any note, for the purposes of, among other things:

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Satisfaction and Discharge

Teva Finance III and Teva may satisfy and discharge their obligations under the indenture with respect to any USD notes while the USD notes remain outstanding if:

and, in either case, Teva Finance III has deposited with the trustee an amount sufficient to pay and discharge all outstanding USD notes issued under the indenture on the date of their scheduled maturity or the scheduled date of redemption, as the case may be.

Governing Law

The indenture and the USD notes will be governed by, and construed in accordance with, the law of the State of New York.

Information Concerning the Trustee and Paying Agent

The Bank of New York Mellon has been appointed by us as trustee, paying agent, transfer agent, registrar and custodian with regard to the USD notes of each series. The Bank of New York Mellon or its affiliates may from time to time in the future provide banking and other services to us in the ordinary course of their business. The Bank of New York Mellon shall be under no obligation to exercise any of the trusts or powers vested in it by the indenture at the request, order or direction of any of the holders of the USD notes of a series pursuant to the indenture, unless such holders shall have offered to the trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby.

Form, Denomination and Registration

Denomination and Registration. The USD notes of each series will be issued in fully registered form, without coupons, in denominations of $200,000 principal amount and whole multiples of $1,000 in excess of $200,000.

Global USD notes; Book-Entry Form. The USD notes will be represented by permanent global USD notes in definitive, fully registered form without interest coupons. The global registered USD notes will be deposited with the trustee as custodian for DTC and registered in the name of a nominee of DTC in New York, New York for the accounts of participants in DTC.

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Except as set forth below, the global registered USD notes will be transferable, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee.

DTC has advised us that it is:

DTC was created to hold securities of institutions that have accounts with DTC and to facilitate the clearance and settlement of securities transactions among its participants in securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include: