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February 28, 2024
Dilip Shanghvi
Chairman of the Board of Directors
Taro Pharmaceutical Industries Ltd.
14 Hakitor Street
Haifa Bay 2624761, Israel
Re:Taro Pharmaceutical Industries Ltd.
Schedule 13E-3 Filed February 15, 2024
File No. 005-49231
Dear Dilip Shanghvi:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments. All defined terms used here have the same meaning as in your filing, unless
otherwise indicated.
Schedule 13E-3 Filed February 15, 2024
General
1.We note that the required shareholder vote to approve and adopt the Transactions is not
consistently stated throughout the Proxy Statement. Specifically, the affirmative vote of (i)
at least 75% of the ordinary shares present and voting at the ordinary class meeting and
(ii) at least 75% of the founders’ shares present and voting at the founders class meeting is
omitted in certain places. See, for example, the first bullet under “Procedural Safeguards”
on page 38 of the Proxy Statement. Please revise or advise.
2.We note the following disclosure on page 1 of your Schedule 13E-3: “Sun Pharma,
Alkaloida, TDC, and SPH expect to fund the aggregate merger consideration and all
related fees and expenses with cash on hand, borrowings or a combination
thereof.” However, Item 10(d) of your Schedule 13E-3 and the section entitled “Financing
of the Merger” on page 41 of the Proxy Statement indicate that the Merger will be funded
entirely by cash on hand. Please clarify whether the Filing Persons expect to borrow any
funds to consummate the Merger. See Item 10 of Schedule 13E-3 and Item 1007(d) of

 FirstName LastNameDilip Shanghvi
 Comapany NameTaro Pharmaceutical Industries Ltd.
 February 28, 2024 Page 2
 FirstName LastNameDilip Shanghvi
Taro Pharmaceutical Industries Ltd.
February 28, 2024
Page 2
Regulation M-A.
Background to the Merger, page 9
3.On July 19, 2023, the Company’s second largest shareholder, Krensavage Asset
Management LLC (“Krensavage”), issued a press release opposing the Initial Proposal
with a purchase of $38.00 per share. See slides 13 and 14 of Exhibit (c)(2). Please expand
this section to address whether and if so, how the Special Committee considered
Krensavage’s opposition to the Initial Proposal and to describe any related communication
with Krensavage, if applicable.
4.On page 11 of the Proxy Statement, you state that the Special Committee discussed the
potential facilitation of a “business matter that is unrelated to the Merger between Sun
Pharma and another company” by a member of the Special Committee at its meeting on
July 25, 2023. Please revise your disclosure to explain how the Special Committee
resolved this matter.
5.On page 12 of the Proxy Statement, you define the terms the “Pending Litigation” and the
“Litigation Loss Contingency Amount.” Please explain in detail the litigation
encompassed by these defined terms so that shareholders can better understand the related
negotiations of this transaction and how such litigation affects the Company’s valuation.
Opinion of the Special Committee's Financial Advisor, page 29
6.At the bottom of page 29 of the Proxy Statement, you refer to “certain internal financial
and operating information with respect to the business, operations and prospects of the
Company,” which included the Management Forecasts that were reviewed by BoA
Securities in connection with rendering its opinion. This reference appears to include non-
public forecasts and projections beyond the Management Forecasts. If so, please revise to
summarize them in the Proxy Statement.
7.Revise the "Summary of Material Company Financial Analyses" section to include a
summary of the BoA Securities presentations filed as Exhibit (c)(2) through (c)(6). See
Item 9 of Schedule 13E-3 and Item 1015(b)(6) of Regulation M-A. To the extent that one
or more of the presentations are the same as other presentations you have already
described in the revised disclosure, provide a summary of the material differences.
8.Please revise the ‘Summary of Material Company Financial Analyses’ section to disclose
the data underlying the results described in this section and to show how that information
resulted in the multiples and values disclosed. For example, disclose (i) the enterprise
value for each selected company that is the basis for the multiples disclosed on page 32 of
the Proxy Statement with respect to the "Selected Publicly Traded Companies
Analysis" and (ii) the premia paid for each transaction referenced on page 34 of the Proxy
Statement with respect to the "Premia Calculations" section.
9.On page 31 of the Proxy Statement, expand the explanation of how BoA Securities
selected the comparable companies, rather than only stating that such companies are

 FirstName LastNameDilip Shanghvi
 Comapany NameTaro Pharmaceutical Industries Ltd.
 February 28, 2024 Page 3
 FirstName LastNameDilip Shanghvi
Taro Pharmaceutical Industries Ltd.
February 28, 2024
Page 3
“publicly traded generics companies.” Similarly, on page 34 of the Proxy Statement,
revise to explain how BoA Securities selected the comparable transactions, rather than
only stating that such transactions were “public company biopharmaceutical acquisitions.”
10.On page 33 of the Proxy Statement, we note that the heading for the first and third column
of the table at the top of page are both “EV / 2023E EBITDA.” Please revise these
headings, or otherwise clearly explain the difference between these columns.
11.We note that you have presented an “illustrative sensitivity scenario” for BoA Securities'
Discounted Cash Flow Analysis on page 34 of the Proxy Statement, which incorporates
“adjustments to Net Revenue growth and Adjusted EBITDA margin based on input
provided by the Special Committee.” Please further explain these adjustments or to the
extent such adjustments are explained elsewhere in the Proxy Statement, please include a
cross-reference in this section.
Purposes and Effects of the Merger; Reasons for the Merger, page 39
12.Please expand your disclosure in this section to explain Sun Pharma’s reasons for
undertaking the Transactions at this time, as opposed to at any other time. See Item 7 of
Schedule 13E-3 and Item 1013(c) of Regulation M-A.
Certain Unaudited Prospective Financial Information, page 47
13.We note on page 47 of the Proxy Statement that Taro’s future financial performance for
fiscal years 2024 through 2029 was “derived by extrapolating Taro management’s
financial model, including growth and margin trends.” Please revise this disclosure to
explain the assumptions used to extrapolate Taro’s financial performance in order to
create the Long-term Financial Model and quantify all assumptions, where practicable.
Financial Information, page 70
14.In circumstances where an issuer elects to incorporate by reference the information
required by Item 1010(a) of Regulation M-A, all of the summarized financial information
required by Item 1010(c) must be disclosed in the document furnished to security
holders. See Instruction 1 to Item 13 of Schedule 13E-3. In addition, please refer to
telephone interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly
Available Telephone Interpretations” that is available on the Commission’s website at
http://www.sec.gov for guidance on complying with a similar instruction in the context of
a tender offer. Please revise this section of the Proxy Statement to include the information
required by Item 1010(c) of Regulation M-A.
15.In the last bullet of page 70 of the Proxy Statement, you incorporate by reference “any
additional periodic financial information contained in reports of foreign private issuer on
Form 6-K that we furnish to the SEC . . . .” Schedule 13E-3 does not specifically permit
“forward incorporation” of documents to be filed in the future. Rather, you must amend
your document to specifically list any such filings. Please revise.

 FirstName LastNameDilip Shanghvi
 Comapany NameTaro Pharmaceutical Industries Ltd.
 February 28, 2024 Page 4
 FirstName LastName
Dilip Shanghvi
Taro Pharmaceutical Industries Ltd.
February 28, 2024
Page 4
Beneficial Ownership of Taro Shares, page 78
16.We note that the 29,497,813 ordinary shares reported as beneficially owned by Dilip
Shanghvi, as the Chairman of the Board, in the beneficial ownership table on page 78 of
the Proxy Statement have been omitted from the total for “All Directors and Executive
Officers as a group.” Please revise or advise.
Directors and Executive Officers of Taro, Sun Pharma, Alkaloida, TDC, SPH and Merger Sub,
page 80
17.Please revise your disclosure in this section to include the information required by Item 3
of Schedule 13E-3 and Item 1003(c) of Regulation M-A for each natural person specified
in General Instruction C to Schedule 13E-3, including material occupations, positions,
offices or employment during the past five years for such person, the starting and ending
dates of such positions, and the principal business of any corporation or other organization
in which such position was carried on.
Transactions Between Sun Pharma and Taro, page 93
18.Please revise your disclosure in this section to include the approximate dollar amounts
paid between Sun Pharma and the Company for the disclosed transactions and
arrangements. See Item 5 of Schedule 13E-3 and Item 1005(a) of Regulation M-A.
Where You Can Find More Information, page 94
19.The SEC public reference room no longer provides a means for shareholders to access
periodic report filings; however, those filings are generally available on the SEC’s
EDGAR system. Please revise your disclosure accordingly.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions