TEVA Teva Pharmaceutical Industries Ltd

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.

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.

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: