Teva Pharmaceutical Industries LTD Sample Contracts

as Issuer
Teva Pharmaceutical Industries LTD • January 27th, 2004 • Pharmaceutical preparations • New York
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EXECUTION VERSION AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 18th, 2008 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • Delaware
Conformed Copy AGREEMENT AND PLAN OF MERGER BY AND AMONG TEVA PHARMACEUTICAL INDUSTRIES LIMITED, GENCO MERGER CORPORATION
Agreement and Plan of Merger • February 2nd, 1996 • Teva Pharmaceutical Industries Limited • Pharmaceutical preparations • Delaware
2- 3 there exists any default or event of default under any provision of any agreement relating to the Senior Debt (a "Blocking Event").
Loan Agreement • September 14th, 1999 • Teva Pharmaceutical Industries Limited • Pharmaceutical preparations • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT by and among TEVA PHARMACEUTICAL INDUSTRIES LIMITED and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of December 4, 2018
Deposit Agreement • December 4th, 2018 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York

SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of December 4, 2018, by and among (i)TEVA PHARMACEUTICAL INDUSTRIES LIMITED, a company incorporated under the laws of the State of Israel, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 25th, 2019 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of November 25, 2019 (this “Agreement”), is entered into by and among Teva Pharmaceutical Finance Nether lands II B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (the “Company”), Teva Pharmaceutical Industries Limited, a company organized under the laws of Israel (the “Guarantor”), and the initial purchasers listed on Schedule I hereto (each an “Initial Purchaser” and collectively, the “Initial Purchasers”), for which BNP Paribas, Citigroup Global Markets Limited and Goldman Sachs International are acting as representatives (each a “Representative ” and collectively, the “Representatives”).

TEVA PHARMACEUTICAL INDUSTRIES LIMITED AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of February 8, 1982 as amended on September 29, 1986, August 28, 1987, March 13, 1990,...
Deposit Agreement • October 6th, 2005 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York

DEPOSIT AGREEMENT dated as of February 8, 1982, as amended on September 29, 1986, August 28, 1987, March 13, 1990, March 6, 1992, March 5, 1993 and April 13, 1993, as further amended and restated as of February 12, 19971997, and as further amended and restated as of ________________, 2005, among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, incorporated under the laws of Israel (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts issued hereunder.

TEVA PHARMACEUTICAL FINANCE NETHERLANDS II B.V., as Issuer TEVA PHARMACEUTICAL INDUSTRIES LIMITED, as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee SENIOR INDENTURE Dated as of March 14, 2018
Teva Pharmaceutical Industries LTD • March 14th, 2018 • Pharmaceutical preparations • New York

THIS INDENTURE, dated as of March 14, 2018, by and among Teva Pharmaceutical Finance Netherlands II B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under Dutch law (the “Issuer”), Teva Pharmaceutical Industries Limited, a corporation incorporated under the laws of Israel (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation (the “Trustee”),

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 3rd, 2011 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • Delaware
Exhibit A to Deposit Agreement
Teva Pharmaceutical Industries LTD • October 6th, 2005 • Pharmaceutical preparations

representing deposited fully-paid Ordinary Shares (herein called "Shares") of Teva Pharmaceutical Industries Limited, incorporated under the laws of Israel (herein called the "Company"). At the date hereof, each American Depositary Share represents one (1) Share deposited under the deposit agreement at the principal Tel Aviv office of Bank Leumi Le-Israel Ltd. or the principal Tel Aviv office of Israel Discount Bank Limited (herein each called a "Custodian"). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.

TEVA PHARMACEUTICAL FINANCE NETHERLANDS III B.V., as Issuer TEVA PHARMACEUTICAL INDUSTRIES LIMITED, as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee SENIOR INDENTURE Dated as of July 21, 2016
Indenture • July 21st, 2016 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York

THIS INDENTURE, dated as of July 21, 2016, among Teva Pharmaceutical Finance Netherlands III B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under Dutch law (the “Issuer”), Teva Pharmaceutical Industries Limited, a corporation incorporated under the laws of Israel (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation (the “Trustee”),

by and among SICOR INC.,
Agreement and Plan of Merger • November 5th, 2003 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
SENIOR UNSECURED JAPANESE YEN TERM LOAN CREDIT AGREEMENT dated as of March 22, 2017 among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, as Guarantor, TEVA HOLDINGS K.K., as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME and SUMITOMO MITSUI BANKING...
Credit Agreement • May 11th, 2017 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations

This Credit Agreement (this “Agreement”), dated as of March 22, 2017, is among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, an Israeli company registered under no 52-0013-954, the registered address of which is at 5 Basel Street, Petach Tikva, ISRAEL (the “Company”, “Guarantor” or the “Parent”), TEVA HOLDINGS K.K., a Kabushiki Kaisha organized under the laws of Japan registered under no 0104-03-008857, the registered address of which is at 1-5, Toranomon 5-chome, Minato-ku, Tokyo, Japan, and a Subsidiary of the Company (“Teva Japan” or the “Borrower”), the Lenders party hereto from time to time and SUMITOMO MITSUI BANKING CORPORATION (the “Administrative Agent”).

CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • April 7th, 2015 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • Delaware

THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of March 1, 2015 between AUSPEX PHARMACEUTICALS, located at 3333 North Torrey Pines Court, Suite 400, La Jolla, CA 92037 (“Company”), and TEVA PHARMACEUTICAL INDUSTRIES, LTD., with a principal place of business at 5 Basel Street, Petach Tikva 4951033, Israel (“TEVA”).

TEVA PHARMACEUTICAL FINANCE NETHERLANDS III B.V., as Issuer TEVA PHARMACEUTICAL INDUSTRIES LIMITED, as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee FIRST SUPPLEMENTAL SENIOR INDENTURE Dated as of July 21, 2016 to the Senior Indenture dated as...
First Supplemental Senior Indenture • July 21st, 2016 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York

FIRST SUPPLEMENTAL SENIOR INDENTURE, dated as of July 21, 2016, among Teva Pharmaceutical Finance Netherlands III B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under Dutch law (the “Issuer”), Teva Pharmaceutical Industries Limited, a corporation incorporated under the laws of Israel (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”),

EMPLOYMENT AGREEMENT
Employment Agreement • February 10th, 2023 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations

shall have appeared in any printed publication or patent of a third party or shall have become a part of the public knowledge except as a result of a breach of this Agreement by Executive; or (iii) shall have been received by Executive from a third party having no obligation to the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • February 9th, 2022 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New Jersey

This Employment Agreement (this “Agreement”), dated as of June 5, 2018 (the “Execution Date”), is entered into by and between TEVA PHARMACEUTICALS USA, INC., a Delaware corporation (“Teva USA”), and SVEN DETHLEFS (the “Executive”).

CREDIT AGREEMENT
Credit Agreement • September 14th, 1999 • Teva Pharmaceutical Industries Limited • Pharmaceutical preparations • New York
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MASTER PURCHASE AGREEMENT dated as of July 26, 2015 by and between ALLERGAN PLC and TEVA PHARMACEUTICAL INDUSTRIES LTD.
Master Purchase Agreement • July 28th, 2015 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York

This Master Purchase Agreement (this “Agreement”), dated as of July 26, 2015, is entered into by and between Teva Pharmaceutical Industries Ltd., a company organized under the laws of Israel (“Buyer Parent”) and Allergan plc, a public company limited by shares organized under the laws of Ireland (“Seller Parent”). Seller Parent and the Controlled Affiliates of Seller Parent that are party to any Ancillary Agreement are referred to in this Agreement each as a “Seller” and collectively as “Sellers.” Sellers and Buyer Parent sometimes are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”

VOTING AGREEMENT
Voting Agreement • April 3rd, 2008 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • Delaware

VOTING AGREEMENT, dated as of March 31, 2008 (this “Agreement”), by and among Teva Pharmaceutical Industries Limited, an Israeli corporation (“Buyer”), Beryllium Merger Corporation, a Delaware corporation (“Acquisition Sub”), and the Persons (as hereinafter defined) set forth on Schedule I attached hereto (collectively, the “Stockholders”, and each, a “Stockholder”).

TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Deposit Agreement • December 28th, 2007 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
Exhibit A FORM OF STOCKHOLDERS AGREEMENT
Form of Stockholders Agreement • July 28th, 2015 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York

This Stockholders Agreement (this “Agreement”) is dated and effective as of [●], 2015 between and among Teva Pharmaceutical Industries Ltd., a company incorporated under the laws of Israel (the “Company”) and Allergan plc, a company incorporated under the laws of Ireland (the “Shareholder”). The Company and the Shareholder are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

AWARD AGREEMENT
Award Agreement • February 12th, 2018 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations

This Award Agreement (this “Agreement”), is made effective as of February 9, 2018, between Teva Pharmaceutical Industries Limited (the “Company”) and [ ] (the “Participant”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Company’s 2015 Long-Term Equity-Based Incentive Plan (the “Plan”).

BRIDGE LOAN AGREEMENT dated as of September 9, 2011 among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, TEVA PHARMACEUTICALS USA, INC. and TEVA PHARMACEUTICAL FINANCE COMPANY B.V., as Borrowers, THE LENDERS PARTY HERETO FROM TIME TO TIME, BARCLAYS BANK PLC,...
Bridge Loan Agreement • November 2nd, 2011 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York

This Bridge Loan Agreement (this “Agreement”), dated as of September 9, 2011, is among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, an Israeli company registered under no 52-0013-954, the registered address of which is at Har Hozvim, Jerusalem, ISRAEL (the “Company” or “Parent”), TEVA PHARMACEUTICALS USA, INC., a Delaware corporation, the principal office of which is at 1090 Horsham Road, North Wales, Pennsylvania, United States of America (“Teva USA”), TEVA PHARMACEUTICAL FINANCE COMPANY B.V., a Curaçao company registered under no. 98250 (0), the registered address of which is at Schottegatweg Oost 29 D, Curaçao (“Teva Curacao III”), the Additional Borrowers party hereto from time to time, the Lenders party hereto from time to time, BARCLAYS BANK PLC (the “Administrative Agent”), and BARCLAYS BANK PLC, as Documentation Agent (the “Documentation Agent”).

THE BANK OF NEW YORK
Deposit Agreement • December 28th, 2007 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations

Re: Amended and Restated Deposit Agreement dated as of [____________], 2008 (the "Deposit Agreement") by and among Teva Pharmaceutical Industries Limited (the “Company”), The Bank of New York, as Depositary, and the Owners and Holders of American Depositary Shares

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF JANUARY 17, 2014, AS AMENDED FROM TIME TO TIME, BETWEEN LENDER (AS DEFINED BELOW) AND...
Teva Pharmaceutical Industries LTD • January 23rd, 2014 • Pharmaceutical preparations • Delaware

FOR VALUE RECEIVED, the undersigned, NUPATHE INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of TEVA PHARMACEUTICALS USA, INC. (the “Lender”) the principal amount of FIVE MILLION DOLLARS ($5,000,000), plus interest on the aggregate unpaid principal amount hereof, in the manner and upon the terms and conditions set forth below.

TEVA PHARMACEUTICAL FINANCE COMPANY B.V., as Issuer TEVA PHARMACEUTICAL INDUSTRIES LIMITED, as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee SECOND SUPPLEMENTAL SENIOR INDENTURE Dated as of December 18, 2012 to the Senior Indenture dated as of...
Senior Indenture • December 18th, 2012 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York

SECOND SUPPLEMENTAL SENIOR INDENTURE, dated as of December 18, 2012, among Teva Pharmaceutical Finance Company B.V., a Curaçao private limited liability company (the “Issuer”), Teva Pharmaceutical Industries Limited, a corporation incorporated under the laws of Israel (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”),

AWARD AGREEMENT
Award Agreement • November 5th, 2020 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations

This Award Agreement (this “Agreement”), is made effective as of [•], between Teva Pharmaceutical Industries Limited (the “Company”) and [•] (the “Participant”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Company’s 2020 Long-Term Equity-Based Incentive Plan (the “Plan”).

GUARANTY
Guaranty • February 27th, 2009 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • New York

GUARANTY, dated as of December 23, 2008 (this “Guaranty”), made by Teva Pharmaceutical Industries Limited, an Israeli corporation (the “Guarantor”), in favor of each of the Lenders (as defined below) and each Affiliate of a Lender that enters into a Swap Contract (the “Swap Contract Affiliates” and together with the Lenders, the “Benefited Lenders”) and Bank of America, N.A., as administrative agent for the Lenders (the “Administrative Agent”).

AGREEMENT AND PLAN OF MERGER By and Among TEVA PHARMACEUTICAL INDUSTRIES LIMITED, BERYLLIUM MERGER CORPORATION and BENTLEY PHARMACEUTICALS, INC. Dated as of March 31, 2008
Agreement and Plan of Merger • April 3rd, 2008 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of March 31, 2008 (this “Agreement”), by and among Teva Pharmaceutical Industries Limited, an Israeli corporation (“Buyer”), Beryllium Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Buyer (“Acquisition Sub”), and Bentley Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

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