U.S. Uses in Incorporators, Stockholders, Members, Officers and Directors of Issuer Exempt from Individual Liability Clause

Incorporators, Stockholders, Members, Officers and Directors of Issuer Exempt from Individual Liability from Indenture

THIS INDENTURE, dated as of , between Teva Pharmaceutical Industries Limited, a corporation incorporated under the laws of Israel (the Issuer), and The Bank of New York Mellon, a New York banking corporation (the Trustee),

Incorporators, Stockholders, Members, Officers and Directors of Issuer Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, member, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the holders thereof and as part of the consideration for the issue of the Securities.

Incorporators, Stockholders, Members, Officers and Directors of Issuer Exempt from Individual Liability

In consideration of the premises and the purchases of the debentures, notes or other evidences of indebtedness of the Issuer to be issued in one or more series (the "Securities") by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities as follows:

Incorporators, Stockholders, Members, Officers and Directors of Issuer Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, member, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the holders thereof and as part of the consideration for the issue of the Securities.

Incorporators, Stockholders, Members, Officers and Directors of Issuer Exempt from Individual Liability from Indenture

THIS INDENTURE, dated as of , between Teva Pharmaceutical Industries Limited, a corporation incorporated under the laws of Israel (the Issuer), and The Bank of New York Mellon, a New York banking corporation (the Trustee),

Incorporators, Stockholders, Members, Officers and Directors of Issuer Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, member, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the holders thereof and as part of the consideration for the issue of the Securities.

Incorporators, Stockholders, Members, Officers and Directors of Issuer Exempt from Individual Liability from Indenture

THIS INDENTURE, dated as of March 21, 2011 among Teva Pharmaceutical Finance III B.V., a Curacao 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 (the Trustee),

Incorporators, Stockholders, Members, Officers and Directors of Issuer Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder (except in a stockholders corporate capacity as Guarantor), member, officer or director, as such, of the Issuer or the Guarantor or of any successor, either directly or through the Issuer or the Guarantor, as the case may be, or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the holders thereof and as part of the consideration for the issue of the Securities.

Incorporators, Stockholders, Members, Officers and Directors of Issuer Exempt from Individual Liability from Indenture

THIS INDENTURE, dated as of June 18, 2010 among Teva Pharmaceutical Finance II B.V., a Netherlands Antilles 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 (the Trustee),

Incorporators, Stockholders, Members, Officers and Directors of Issuer Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder (except in a stockholders corporate capacity as Guarantor), member, officer or director, as such, of the Issuer or the Guarantor or of any successor, either directly or through the Issuer or the Guarantor, as the case may be, or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the holders thereof and as part of the consideration for the issue of the Securities.

Incorporators, Stockholders, Members, Officers and Directors of Issuer Exempt from Individual Liability from Indenture

WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (the Securities) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture;

Incorporators, Stockholders, Members, Officers and Directors of Issuer Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, member, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the holders thereof and as part of the consideration for the issue of the Securities.