SecProbe.io

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 April 28, 2025

Amir Weiss
SVP Finance, Chief Accounting Officer
Teva Pharmaceutical Industries Limited
124 Dvora HaNevi'a Street
Tel Aviv, Israel 6944020

 Re: Teva Pharmaceutical Industries Limited
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-16174
Dear Amir Weiss:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 April 14, 2025
 Securities and Exchange Commission Division of Corporation
Finance Office of Life Sciences 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:
   Frank Wyman
 Angela Connell

 Re:
 Teva Pharmaceutical Industries Limited
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Form 8-K dated January 29, 2025
 File No. 001-16174
 Ladies and Gentlemen: On behalf of Teva
Pharmaceutical Industries Limited (the “ Company ”), set forth below is the Company’s response to the comment of the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and
Exchange Commission set forth in your letter dated April 7, 2025 to Amir Weiss, the Company’s Senior Vice President, Finance and Chief Accounting Officer, with respect to the above-referenced Current Report on Form 10-K for the Fiscal Year Ended December 31, 2024 filed on February 5, 2025 and the Current Report on Form 8-K filed on January 29, 2025.
 For your ease of reference, we have set forth below the Staff’s comment in italics, followed by the Company’s response thereto.
 Form 8-K dated January 29, 2025
 Exhibit 99.1 2025 Outlook, page 1

 1.
 Staff’s Comment: Your 2025 outlook omits the comparable GAAP financial measures to non-GAAP operating income, adjusted EBITDA, non-GAAP diluted EPS and free cash flow. Please revise this presentation in future filings to include the corresponding GAAP
financial measures with equal or greater prominence. Refer to Item 10(e)(1)(i) of Regulation S-K and Question 102.10(a) of the staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Response: The Company acknowledges the
Staff’s comment and respectfully advises the Staff that, pursuant to the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K, the Company historically has not provided
comparable GAAP outlook financial measures or quantitative reconciliations of the Company’s non-GAAP outlook financial measures, including non-GAAP operating
income, adjusted EBITDA, non-GAAP diluted EPS and free cash flow, to the most directly comparable GAAP outlook financial measures. The Company is unable to predict with reasonable certainty the ultimate
outcome of certain significant line items that would affect the computation of

such GAAP outlook financial measures and reconciliations including, but not limited to, the amortization of purchased intangible assets, legal settlements and loss contingencies, impairment of
long-lived assets and goodwill impairment, without unreasonable effort. The foregoing explanation was also set forth in a disclaimer included in the Company’s earnings press releases for its prior reporting periods that referenced non-GAAP outlook financial measures, as well as the Company’s earnings presentation for the fiscal year ended December 31, 2024, but was inadvertently omitted from the earnings press release for the fiscal
year ended December 31, 2024. In response to the Staff’s comment, the Company will ensure such disclaimer is included whenever the computation of such information cannot be completed without unreasonable efforts in its future earnings
press releases and other relevant public earnings-related materials that include disclosures of the Company’s non-GAAP outlook financial measures.

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter,
please do not hesitate to call me.

 Sincerely,

 /s/ Amir Weiss

 Amir Weiss

 Senior Vice President, Finance and Chief Accounting Officer

 Teva Pharmaceutical Industries Limited

 cc:

 David McAvoy, Executive Vice President, Chief Legal Officer, Teva Pharmaceutical Industries Limited
 Dov Bergwerk, Senior Vice President, General Counsel-Corporate Affairs, Teva Pharmaceutical Industries Limited
 Ross M. Leff, P.C., Kirkland & Ellis LLP

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 April 7, 2025

Amir Weiss
SVP Finance, Chief Accounting Officer
Teva Pharmaceutical Industries Limited
124 Dvora HaNevi'a Street
Tel Aviv, Israel 6944020

 Re: Teva Pharmaceutical Industries Limited
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Form 8-K dated January 29, 2025
 File No. 001-16174
Dear Amir Weiss:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 8-K dated January 29, 2025
Exhibit 99.1
2025 Outlook, page 1

1. Your 2025 outlook omits the comparable GAAP financial measures to
non-GAAP
 operating income, adjusted EBITDA, non-GAAP diluted EPS and free cash
flow.
 Please revise this presentation in future filings to include the
corresponding GAAP
 financial measures with equal or greater prominence. Refer to Item
10(e)(1)(i)
 of Regulation S-K and Question 102.10(a) of the staff's Compliance and
Disclosure
 Interpretations on Non-GAAP Financial Measures.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
 April 7, 2025
Page 2

 Please contact Frank Wyman at 202-551-3660 or Angela Connell at
202-551-3426
with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
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United States securities and exchange commission logo
April 17, 2024
Eli Kalif
Executive Vice President, Chief Financial Officer
TEVA PHARMACEUTICAL INDUSTRIES LTD
124 Dvora HaNevi'a St.
Tel Aviv, Israel 6944020
Re:TEVA PHARMACEUTICAL INDUSTRIES LTD
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 12, 2024
File No. 001-16174
Dear Eli Kalif:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 April 8, 2024

Securities and Exchange Commission

 Division of Corporation
Finance, Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mary Mast and Daniel Gordon

Re:
 Teva Pharmaceutical Industries Limited

Form 10-K for the Fiscal Year Ended December 31, 2023

filed February 12, 2024

File No. 001-16174

Ladies and Gentlemen:

 On behalf of Teva
Pharmaceutical Industries Limited (“Teva” or the “Company”), set forth below is Teva’s response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated
March 11, 2024 to Eli Kalif, Teva’s Executive Vice President and Chief Financial Officer.

 For your ease of reference, we have
set forth below the Staff’s comments in italics, followed by Teva’s response thereto.

 Form 10-K
for the Fiscal Year Ended December 31, 2023

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Net Income and Non-GAAP EPS Data, page 78

1.
 Please address the following regarding your disclosures in the 10-K
and 8-K furnished on January 31, 2024:

•

 Quantify for us the significant components of the adjustments for “Contingent Consideration”,
“Other non-GAAP items” and “Corresponding tax effects and unusual tax items”. Tell us why you believe the adjustments are consistent with Regulation G, Item 10(e) of Regulation S-K, and C&DI 100.01.

 Response: The Company acknowledges the
Staff’s comment and set forth below is a discussion of the significant components of each of “Contingent Consideration,” “Other non-GAAP items” and “Corresponding tax effects and
unusual tax items,” as well as the Company’s rationale for including such adjustments in the Company’s calculation of its Non-GAAP Net Income. On a prospective basis, the Company will quantify
the significant components of significant adjustments that have multiple components that are included in the calculation of its non-GAAP measures.

Contingent Consideration

 Teva’s contingent
consideration expenses relate to past business combination agreements that provide for additional payments contingent upon specific future events that the Company would not have otherwise incurred as part of its continuing operations. These expenses
represent adjustments to the fair value of the estimated contingent payments. For the years ended December 31, 2023 and 2022, Teva adjusted for contingent consideration expenses of $548 million and $261 million, respectively. In 2023,
contingent consideration expenses primarily consisted of (i) $422 million in changes in the

 estimated future royalty payments to be paid by the Company to Allergan PLC (“Allergan”) in
connection with lenalidomide (generic equivalent of Revlimid®) as part of the Company’s arrangement with Allergan in connection with the acquisition of Allergan’s worldwide generic
pharmaceuticals business in August 2016 (the “Allergan Royalty Arrangement”); and (ii) $132 million in changes in the estimated future royalty payments to be paid by the Company to Eagle Pharmaceuticals, Inc. (“Eagle”) in
connection with expected future bendamustine sales as part of the exclusive license agreement the Company entered into with Eagle in February 2015 (the “Eagle Licensing Arrangement”), which was accounted as a business combination. In 2022,
contingent consideration expenses primarily consisted of (i) $240 million in changes in the estimated future royalty payments to be paid by the Company to Allergan in connection with the Allergan Royalty Arrangement; and (ii) $21 million
in changes in the estimated future royalty payments to be paid by the Company to Eagle in connection with the Eagle Licensing Arrangement. Teva’s contingent consideration expenses are quantified and disclosed in Note 20 (Fair value
measurement) to the Company’s consolidated financial statements included in Teva’s Annual Report on Form 10-K for the year ended December 31, 2023.

The Company respectfully advises the Staff that it has reviewed the requirements set forth in Regulation G and Item 10(e) of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”), and the Staff’s guidance as set forth in C&DI 100.01 (collectively, the “Non-GAAP
Requirements”) and believes that adjusting for contingent consideration expenses in the Company’s calculation of its Non-GAAP Net Income is consistent with the
Non-GAAP Requirements and does not cause its Non-GAAP Net Income to be misleading. Contingent consideration expenses relate to contingent consideration arrangements that
are unique and do not follow a repetitive pattern characteristic of recurring expenses. Instead, such contingent expenses vary and are dependent on the circumstances of the particular acquisition from which they arise. The specific amount of
contingent consideration expenses recorded by the Company in each reporting period is highly variable and unpredictable, can range in value from several million to several hundreds of millions of dollars and can either be an income or an expense
from period to period. Additionally, given that the Company’s contingent consideration expenses represent specific acquisition-related obligations arising from past business combinations, they are not indicative of the Company’s day-to-day operational performance. The Company believes that removing the impact of contingent consideration expenses from its calculation of
Non-GAAP Net Income is consistent with the presentation of non-GAAP measures by other companies within the Company’s industry, as such expenses can vary
substantially from company to company depending upon the nature of the business combination arrangements they arise from but are not indicative of the Company’s continuing core business activities. The Company believes that excluding contingent
consideration expenses provides investors a clearer view of the Company’s ongoing operational performance and therefore facilitates more meaningful comparisons of the Company’s operational performance across financial periods and enhances
investors’ insight into trends in the Company’s core business operations.

 Other non-GAAP items

 Other non-GAAP items consist of other exceptional items that the Company believes are sufficiently large that
their exclusion is important to facilitate investors’ understanding of trends in the Company’s financial results. Other non-GAAP items excluded from the Company’s calculation of its non-GAAP Net Income typically consist of items such as significant costs for the rationalization of the Company’s plants that are not in the ordinary course of business, certain inventory write-offs that are
not in the ordinary course of business, certain expenses related to legal proceedings or litigation that are not in the ordinary course of business or other unusual events. For the years ended December 31, 2023 and 2022, Teva adjusted for other
non-GAAP items of $330 million and $465 million, respectively. In 2023, other non-GAAP items primarily consisted of (i) $107 million of litigation fees
mainly attributed to: (a) the settlement of the Company’s opioids litigation (the “Opioids Litigation”), for which the Company entered into a settlement with all 50 U.S. states and the Native American tribes party thereto in
2023, and (b) the settlement of the U.S. Department of

 Justice’s (the “DOJ”) antitrust charges against the Company on the marketing and pricing of
certain Teva USA generic products (the “Antitrust Proceeding”); and (ii) $154 million of costs relating to the Company’s plant rationalization efforts, a portion of which consisted of costs related to plants used in the
Company’s API business that the Company intends to divest, as previously announced by the Company concurrently with its earnings release for the year ended December 31, 2023, with the remaining other
non-GAAP items in 2023 comprised across several discrete items, none of which are individually material. In 2022, other non-GAAP items primarily consisted of (i)
$114 million of litigation fees related to the Opioids Litigation and the Antitrust Proceeding; (ii) $179 million of costs relating to the Company’s plant rationalization efforts; and (iii) $122 million of expenses related to a
specific product that Teva decided to divest, consisting primarily of a write-off of raw materials purchased to produce the product and penalties related to the Company’s exit from a contract related to
the product, with the remaining other non-GAAP items in 2022 comprised across several discrete items, none of which are individually material.

The Company has reviewed the other non-GAAP items discussed above against the
Non-GAAP Requirements and believes that adjusting for such other non-GAAP items in the Company’s calculation of its Non-GAAP
Net Income is consistent with the Non-GAAP Requirements and does not cause its Non-GAAP Net Income to be misleading. Each of the other
non-GAAP items relates to matters that are distinctive and substantial and are not indicative of the ordinary course of the Company’s operations. The litigation fees included in other non-GAAP items represent fees relating to significant legal settlements for distinctive legal proceedings, primarily brought by governmental agencies, that are predicated on discrete and unique factual
circumstances. Litigation fees are only included in other non-GAAP items to the extent they involve significant amounts and relate to litigation for which the Company has recorded a significant legal
provision. The Company does not expect such distinctive legal proceedings to reoccur on a regular basis in the ordinary course of its business. The plant rationalization costs included in other non-GAAP items
relate to the Company’s efforts to reduce its manufacturing network. Beginning in 2017, following the Company’s acquisition of Allergan’s worldwide generic pharmaceuticals business in August 2016 for which it paid approximately
$40 billion, the Company initiated a robust restructuring program, through which it has divested approximately 50% of its manufacturing network. Given the scale of these rationalization efforts, the costs related thereto would have had an
outsized impact on the Company’s financial statements if not otherwise excluded as a non-GAAP item in the Company’s calculation of Non-GAAP Net Income.
Although the rationalization efforts have been ongoing for several years, they were the result of an extraordinarily large acquisition for which integration related to the rationalization of manufacturing plants takes years to implement and
continues to be implemented as Teva effects the previously announced divestiture of its API business. Additionally, this plant rationalization process is not indefinite and is expected to be completed in the near future. The Company has already
significantly reduced its manufacturing network, which is nearing the scale the Company expects to maintain to support its current business plans for the foreseeable future.

Teva believes that failing to exclude such costs would potentially cause investors to extrapolate its future financial performance from financial results that
are not reflective of the Company’s underlying business performance. Adjusting for the Company’s plant rationalization costs helps investors ascertain differences between the Company’s spending on its core business activities and the
Company’s spending on strategic efforts to reduce its manufacturing network. Lastly, other non-GAAP items in 2022 included one-time inventory write-off and related penalties related to a specific product that Teva decided to divest in 2022 as part of its portfolio optimization efforts. The inventory write-off was
excluded due to its significant, but non-recurring, impact on the Company’s financial performance, and is further described in Note 6 (Identifiable Intangible Assets) to the Company’s consolidated
financial statements included in Teva’s Annual Report on Form 10-K for the year ended December 31, 2023.

 These expenses were excluded from the Company’s Non-GAAP Net
Income to eliminate the impact these expenses may have of obscuring trends in the Company’s underlying business performance and to enhance the comparability of the Company’s financial results across periods.

Corresponding tax effects and unusual tax items

Corresponding tax effects and unusual tax items consist of the tax implications of adjustments made in our calculation of
Non-GAAP Net Income and other tax items that the Company views as non-recurring, infrequent or unusual. Generally, most of the expenses excluded from the Company’s Non-GAAP Net Income have a corresponding tax effect. In the years ended December 31, 2023 and 2022, the Company adjusted for corresponding tax effects and unusual tax items of $446 million and
$1,021 million, respectively. In 2023, corresponding tax effects and unusual tax items primarily consisted of corresponding tax effects on expenses and income which are recognized for tax purposes, inclusive of amortization and impairment
charges, legal settlements and contingent consideration expenses. In 2022, corresponding tax effects and unusual tax items primarily consisted of $436 million of worthless stock deductions permitted under U.S. tax regulations and related items
and $585 million of corresponding tax effects on expenses and income which are recognized for tax purposes, inclusive of amortization and impairment charges, legal settlements and contingent consideration expenses.

The Company has reviewed its adjustments for corresponding tax effects and unusual tax items against the Non-GAAP
Requirements and believes that making such adjustments in the calculation of its Non-GAAP Net Income is consistent with the Non-GAAP Requirements and does not cause its Non-GAAP Net Income to be misleading. The vast majority of corresponding tax effects and unusual tax items excluded from Non-GAAP Net Income are directly attributable to
specific pre-tax transactions that are excluded from Non-GAAP Net Income. In 2022, corresponding tax effects and unusual tax items also included worthless stock
deductions. Such worthless stock deductions related to Cephalon, Inc. (“Cephalon”), a U.S. subsidiary of Teva USA acquired in 2011, and had no impact on the Company’s valuation of Cephalon or its intangible assets for GAAP reporting
purposes. The tax loss recognized in 2022 was a discrete event and no tax deduction was taken on any tax returns prior to 2022 in connection with the values assigned to Cephalon’s intangibles in the Company’s purchase accounting or its
outside basis in Cephalon. The Company excludes these discrete tax effects and tax items because they are not reflective of income tax expenses or benefits incurred as a result of the Company’s ordinary course cash-generating operations.

•

 For the Corresponding tax effects and unusual tax items you state the amount includes a portion of the
realization of a loss related to an investment in one of your subsidiaries. Please tell us the amount of the loss, whether that is the only adjustment not related to corresponding tax effects, and if the related loss is included as an adjustment as
well.

 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that its adjustment for
corresponding tax effects and unusual tax items in 2022 for a portion of the realization of a loss related to an investment in one of its subsidiaries was attributable to the Company’s investment in Cephalon. The total taxable loss recognized
in connection with the Company’s investment in Cephalon was approximately $4.2 billion, with a corresponding tax benefit of $909 million. $1.96 billion of the taxable loss, with a corresponding tax effect of $436 million,
was included in the Company’s adjustment for corresponding tax effects and unusual tax items in 2022. The remainder of the total taxable loss recognized in connection with the Company’s inv

United States securities and exchange commission logo
March 11, 2024
Eli Kalif
Executive Vice President, Chief Financial Officer
TEVA PHARMACEUTICAL INDUSTRIES LTD
124 Dvora HaNevi'a St.
Tel Aviv, Israel 6944020
Re:TEVA PHARMACEUTICAL INDUSTRIES LTD
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 12, 2024
File No. 001-16174
Dear Eli Kalif:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
the comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Management's Discussion and Analysis
Non-GAAP Net Income and Non-GAAP EPS Data, page 78
1.Please address the following regarding your disclosures in the 10-K and 8-K furnished on
January 31, 2024:
•Quantify for us the significant components of the adjustments for "Contingent
consideration", "Other non-GAAP items" and "Corresponding tax effects and unusual
tax items".  Tell us why you believe the adjustments are consistent with Regulation
G, Item 10(e) of Regulation S-K, and C&DI 100.01.
•For the Corresponding tax effects and unusual tax items you state the amount
includes a portion of the realization of a loss related to an investment in one of your
subsidiaries.  Please tell us the amount of the loss, whether that is the only adjustment
not related to corresponding tax effects, and if the related loss is included as an
adjustment as well.
•Tell us why presenting Adjusted EBITDA in the narrative discussion of your

 FirstName LastNameEli Kalif
 Comapany NameTEVA PHARMACEUTICAL INDUSTRIES LTD
 March 11, 2024 Page 2
 FirstName LastName
Eli Kalif
TEVA PHARMACEUTICAL INDUSTRIES LTD
March 11, 2024
Page 2
earnings release prior to the presentation of net income is consistent with Item
10(e)(1)(i) of Regulation S-K and C&DI 102.10.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Mary Mast at 202-551-3613 or Daniel Gordon at 202-551-3486 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
December 21, 2022
Eli Kalif
Executive Vice President, Chief Financial Officer
Teva Pharmaceutical Industries Limited
124 Dvora HaNevi’a Street
Tel Aviv, Israel 6944020
Re:Teva Pharmaceutical Industries Limited
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 9, 2022
File No. 001-16174
Dear Eli Kalif:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 December 20, 2022

Securities and Exchange Commission

 Division of Corporation
Finance, Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Li Xiao and Frank Wyman

    Re:

 Teva Pharmaceutical Industries Limited
Form 10-K for the Fiscal Year Ended December 31,
2021
filed February 9, 2022

 Form 8-K Dated November 3, 2022
File No. 001-16174

 Ladies and Gentlemen:

On behalf of Teva Pharmaceutical Industries Limited (“Teva” or the “Company”), set forth below is Teva’s response to
the comment of the staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated December 1, 2022 to Eli Kalif, Teva’s Executive Vice President and Chief Financial Officer.

For your ease of reference, we have set forth below the Staff’s comment in italics, followed by Teva’s response thereto.

Form 8-K Dated November 3, 2022

Exhibit 99.1 Teva Reports 2022 Third Quarter Financial Results

Non-GAAP Financial Measures, page 19

1. We note your response to our prior comment and your proposed revisions to future earnings releases as presented in Exhibit B. As indicated in the non-GAAP headnote and reconciliation tables for the three and nine months ended September 30, 2022 and 2021, your revised non-GAAP presentation appears to include most of
the major captions of the consolidated statements of income (loss), which continues to give undue prominence to your non-GAAP financial measures. Please further revise your presentation to comply with Question
102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

 Response: The
Company acknowledges the Staff’s comment and confirms that the Company will revise the presentation of its non-GAAP financial measures in its earnings releases for future financial periods to comply with
Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. To address the concerns raised by the Staff, the Company will revise its earnings releases for future financial
periods to substantially reflect the proposed changes to the Company’s disclosure under the caption “Non-GAAP Financial Measures” set forth in Exhibit A hereto and the proposed changes to the
Company’s reconciliation of its non-GAAP financial measures for the three months ended September 30, 2022 and 2021 set forth in Exhibit B hereto.

 * * * * * *

Should any member of the Staff have any questions or comments concerning this letter, please do not hesitate to call me.

Very Truly Yours,

 /s/ Eli Kalif

Eli Kalif

Executive Vice President, Chief Financial Officer

Teva Pharmaceutical Industries Limited

 cc:

 David Stark, Executive
Vice President, Chief Legal Officer, Teva

 Amir Weiss, Senior Vice President Finance, Chief Accounting Officer, Teva

Ross M. Leff, Kirkland & Ellis LLP

 Exhibit A

 Non-GAAP Financial Measures

This press release contains certain financial information that differs from what is reported under accounting principles generally accepted in the United
States (“GAAP”). These non-GAAP financial measures, including, but not limited to, non-GAAP operating income, non-GAAP
operating margin, non-GAAP gross profit, non-GAAP gross profit margin, Adjusted EBITDA, free cash flow, non-GAAP tax rate, non-GAAP net income (loss) attributable to Teva and non-GAAP diluted EPS, are presented in order to facilitate investors’ understanding of our business. We utilize
certain non-GAAP financial measures to evaluate performance, in conjunction with other performance metrics. The following are examples of how we utilize the non-GAAP
measures: our management and board of directors use the non-GAAP measures to evaluate our operational performance, to compare against work plans and budgets, and ultimately to evaluate the performance of
management; our annual budgets are prepared on a non-GAAP basis; and senior management’s annual compensation is derived, in part, using these non-GAAP measures. See
the attached tables for a reconciliation of the GAAP results to the adjusted non-GAAP measures. Investors should consider non-GAAP financial measures in addition to, and
not as replacements for, or superior to, measures of financial performance prepared in accordance with GAAP. We are not providing forward looking guidance for GAAP reported financial measures or a quantitative reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP measure because we are unable to predict with reasonable certainty the ultimate outcome of certain significant items including, but not limited to,
the amortization of purchased intangible assets, legal settlements and loss contingencies, impairment of long-lived assets and goodwill impairment, without unreasonable effort. These items are uncertain, depend on various factors, and could be
material to our results computed in accordance with GAAP.

 Exhibit B

Three months ended

September 30,

($ in millions)

2022

2021

 GAAP gross profit

$

1,669

1,794

 GAAP gross profit margin

46.4
%

46.2
%

 Increase (decrease) for excluded items:

 Amortization of purchased intangible assets

145

175

 Costs related to regulatory actions taken in facilities

2

5

 Equity compensation

5

5

 Accelerated Depreciation

44

—

 Other non-GAAP items*

41

104

 Non-GAAP gross profit

$

1,906

2,083

 Non-GAAP gross profit margin**

53.0
%

53.6
%

*
 Other non-GAAP items include other exceptional items that we believe
are sufficiently large that their exclusion is important to facilitate an understanding of trends in our financial results, primarily related to the rationalization of our plants and other unusual events.

**
 Non-GAAP gross profit margin is
non-GAAP gross profit as a percentage of revenue.

Three months ended

September 30,

($ in millions)

2022

2021

 GAAP operating income (loss)

$

419

623

 GAAP operating margin

11.60
%

16.00
%

 Increase (decrease) for excluded items:

 Amortization of purchased intangible assets

165

199

 Legal settlements and loss contingencies

195

3

 Goodwill impairment

—

—

 Impairment of long-lived assets

28

47

 Other R&D expenses

—

—

 Restructuring expenses

25

28

 Costs related to regulatory actions taken in facilities

2

5

 Equity compensation expenses

26

26

 Contingent consideration expenses

6

9

 Gain on sale of business

—

(7
)

 Accelerated depreciation

45

4

 Other non-GAAP items*

67

105

 Non-GAAP operating income (loss)

$

977

1,042

 Non-GAAP operating margin**

27.20
%

26.80
%

*
 Other non-GAAP items include other exceptional items that we believe
are sufficiently large that their exclusion is important to facilitate an understanding of trends in our financial results, primarily related to the rationalization of our plants and other unusual events.

**
 Non-GAAP operating margin is
non-GAAP operating income as a percentage of revenues.

Three months ended

September 30,

($ in millions except per share amounts)

2022

2021

 GAAP Net income (loss) attributable to Teva

$

56

292

 Increase (decrease) for excluded items:

 Amortization of purchased intangible assets

165

199

 Legal settlements and loss contingencies

195

3

 Goodwill impairment

—

—

 Impairment of long-lived assets

28

47

 Other R&D expenses

—

—

 Restructuring expenses

25

28

Three months ended

September 30,

($ in millions except per share amounts)

2022

2021

 Costs related to regulatory actions taken in facilities

2

5

 Equity compensation expenses

26

26

 Contingent consideration expenses

6

9

 Gain on sale of business

—

(7
)

 Accelerated depreciation

45

4

 Financial expenses

14

6

 Share in profits (losses) of associated companies – net

—

—

 Items attributable to non-controlling interests

(4
)

(4
)

 Other non-GAAP items*

67

105

 Corresponding tax effects and unusual tax items

33

(62
)

 Non-GAAP net income attributable to Teva

$

658

651

 Non-GAAP tax rate**

10
%

17
%

 GAAP diluted earnings (loss) per share attributable to Teva

$

0.05

0.26

 EPS difference***

0.54

0.32

 Non-GAAP diluted EPS attributable to Teva***

$

0.59

0.59

*
 Other non-GAAP items include other exceptional items that we believe
are sufficiently large that their exclusion is important to facilitate an understanding of trends in our financial results, primarily related to the rationalization of our plants and other unusual events.

**
 Non-GAAP tax rate is tax expenses excluding the impact of non-GAAP adjustments presented above as a percentage of income (loss) before income taxes excluding the impact of non-GAAP adjustments presented above.

***
 EPS difference and diluted non-GAAP EPS are calculated by dividing our non-GAAP net income attributable to Teva by our non-GAAP diluted weighted average number of shares. The non-GAAP diluted weighted
average number of shares for the three months ended September 30, 2022, and 2021, were 1,119 million and 1,109 million shares, respectively.

Three months
ended

September 30,

($ in millions)

2022

2021

 Net income (loss)

$

58

302

 Increase (decrease) for excluded items:

 Financial expenses

252

241

 Income taxes

107

76

 Share in losses of associated companies- net

1

5

 Depreciation

156

132

 Amortization

165

199

 EBITDA

$

740

954

 Legal settlements and loss contingencies

195

3

 Goodwill impairment

—

—

 Impairment of long lived assets

28

47

 Restructuring costs

25

28

 Costs related to regulatory actions taken in facilities

2

5

 Equity compensation

26

26

 Contingent consideration

6

9

 Other non-GAAP items *

68

99

 Adjusted EBITDA

$

1,089

1,170

*
 Includes other items primarily related to the rationalization of our plants, material litigation fees and other
exceptional events.

United States securities and exchange commission logo
December 1, 2022
Eli Kalif
Executive Vice President, Chief Financial Officer
Teva Pharmaceutical Industries Limited
124 Dvora HaNevi’a Street
Tel Aviv, Israel 6944020
Re:Teva Pharmaceutical Industries Limited
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 9, 2022
Form 8-K Dated November 3, 2022
File No. 001-16174
Dear Eli Kalif:
            We have reviewed your October 26, 2022 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Unless we note otherwise, our reference to prior comment is to the comment in our September
13, 2022 letter.
Form 8-K Dated November 3, 2022
Exhibit 99.1 Teva Reports 2022 Third Quarter Financial Results
Non-GAAP Financial Measures, page 19
1.We note your response to our prior comment and your proposed revisions to future
earnings releases as presented in Exhibit B. As indicated in the non-GAAP headnote and
reconciliation tables for the three and nine months ended September 30, 2022 and 2021,
your revised non-GAAP presentation appears to include most of the major captions of the
consolidated statements of income (loss), which continues to give undue prominence
to your non-GAAP financial measures. Please further revise your presentation to comply
with Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.

 FirstName LastNameEli Kalif
 Comapany NameTeva Pharmaceutical Industries Limited
 December 1, 2022 Page 2
 FirstName LastName
Eli Kalif
Teva Pharmaceutical Industries Limited
December 1, 2022
Page 2
            You may contact Li Xiao at 202-551-4391 or Frank Wyman at 202-551-3660 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 October 26, 2022

Securities and Exchange Commission

 Division of Corporation
Finance, Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Li Xiao and Frank Wyman

Re:

Teva Pharmaceutical Industries Limited
Form 10-K for the Fiscal Year Ended December 31, 2021
filed February 9, 2022
File
No. 001-16174

 Ladies and Gentlemen:

On behalf of Teva Pharmaceutical Industries Limited (“Teva” or the “Company”), set forth below is Teva’s response to
the comment of the staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated September 13, 2022 to Eli Kalif, Teva’s Executive Vice President and Chief Financial Officer.

For your ease of reference, we have set forth below the Staff’s comment in italics, followed by Teva’s response thereto.

Form 10-K for the Fiscal Year Ended December 31, 2021

Management’s Discussion and Analysis of Financial Condition and Results of Operations Supplemental Non-GAAP
Income Data, page 73

 1.    We note that you modified your non-GAAP reconciliation
in your 2021 Annual and Quarterly Reports to essentially present a full non-GAAP Statement of Income, which is specifically prohibited by Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Please confirm that you will revise your future filings to eliminate the full non-GAAP Statement of Income and provide us with a draft of your
proposed changes.

 Response: The Company acknowledges the Staff’s comment and confirms that the Company will not present a full non-GAAP Statement of Income in its filings for future financial periods. To address the concerns raised by the Staff, the Company will revise its presentation of its non-GAAP
financial measures in future filings to substantially reflect the proposed changes to the presentation of the Company’s reconciliation of its non-GAAP financial measures for the years ended
December 31, 2021 and 2020 set forth in Exhibit A hereto in connection with future Form 10-K and Form 10-Q filings and as set forth in Exhibit B hereto in
connection with future earnings press releases.

 * * * * * *

 Should any member of the Staff have any questions or comments concerning this letter, please do not hesitate
to call me.

 Very Truly Yours,

 /s/ Eli Kalif

 Eli Kalif

 Executive Vice President, Chief Financial Officer

 Teva Pharmaceutical Industries Limited

 cc:

 David Stark, Executive Vice
President, Chief Legal Officer, Teva

 Amir Weiss, Senior Vice President Finance, Chief Accounting Officer, Teva

Ross M. Leff, Kirkland & Ellis LLP

 2

 Exhibit A

 3

 Non-GAAP Net Income and
Non-GAAP EPS Data

 We present non-GAAP net income and non-GAAP earnings per share (“EPS”) as management believes that such data provide useful information to investors because they are used by management and our Board of Directors, in conjunction with other
performance metrics, to evaluate our operational performance, to prepare and evaluate our work plans and annual budgets and ultimately to evaluate the performance of management, including annual compensation. While other qualitative factors and
judgment also affect annual compensation, the principal quantitative element in the determination of such compensation are performance targets tied to the work plan, which are based on these non-GAAP measures.

 Non-GAAP financial measures have no standardized meaning and accordingly have limitations in their usefulness to
investors. Investors are cautioned that, unlike financial measures prepared in accordance with U.S. GAAP, non-GAAP measures may not be comparable with the calculation of similar measures for other companies.
These non-GAAP financial measures are presented solely to permit investors to more fully understand how management assesses our performance. The limitations of using
non-GAAP financial measures as performance measures are that they provide a view of our results of operations without including all events during a period and may not provide a comparable view of our
performance to other companies in the pharmaceutical industry. Investors should consider non-GAAP net income and non-GAAP EPS in addition to, and not as replacements
for, or superior to, measures of financial performance prepared in accordance with GAAP.

 In preparing our
non-GAAP net income and non-GAAP EPS data, we exclude items that either have a non-recurring impact on our financial performance
or which, in the judgment of our management, are items that, either as a result of their nature or size, could, were they not excluded, potentially cause investors to extrapolate future performance from an improper base that is not reflective of our
underlying business performance. Certain of these items are also excluded because of the difficulty in predicting their timing and scope. The items excluded from our non-GAAP net income and non-GAAP EPS include:

•

 amortization of purchased intangible assets;

•

 legal settlements and material litigation fees and/or loss contingencies, due to the difficulty in predicting
their timing and scope;

•

 impairments of long-lived assets, including intangibles, property, plant and equipment and goodwill;

•

 restructuring expenses, including severance, retention costs, contract cancellation costs and certain accelerated
depreciation expenses primarily related to the rationalization of our plants or to certain other strategic activities, such as the realignment of R&D focus or other similar activities;

•

 acquisition- or divestment- related items, including changes in contingent consideration, integration costs,
banker and other professional fees and inventory step-up;

•

 expenses related to our equity compensation;

•

 significant one-time financing costs, amortization of issuance costs and
terminated derivative instruments, and marketable securities investment valuation gains/losses;

•

 unusual tax items;

•

 other awards or settlement amounts, either paid or received;

•

 other exceptional items that we believe are sufficiently large that their exclusion is important to facilitate an
understanding of trends in our financial results, such as impacts due to changes in accounting, significant costs for remediation of plants or related consulting costs, or other unusual events; and

•

 corresponding tax effects of the foregoing items.

 4

 The following table presents our non-GAAP net income and non-GAAP EPS for the years ended December 31, 2021 and December 31, 2020, as well as reconciliations of each measure to their nearest GAAP equivalents:

Year Ended December 31,

2021

2020

(U.S. dollars and
shares in millions,
except per share
amounts)

 Net Income (loss) attributable to Teva

$
417

$
(3,990
)

 Increase (decrease) for excluded items:

 Amortization of purchased intangible assets

802

1,020

 Legal settlements and loss contingencies

717

60

 Goodwill impairment

—

4,628

 Impairment of long-lived assets

584

1,918

 Other R&D expenses

15

37

 Restructuring costs

133

120

 Costs related to regulatory actions taken in facilities

23

23

 Equity compensation

118

129

 Contingent consideration

7

(81
)

 Gain on sale of business

(51
)

(8
)

 Financial expenses

128

(85
)

 Share in profits (losses) of associated companies – net

—

(134
)

 Items attributable to non-controlling interests

(15
)

(177
)

 Other non-GAAP items*

337

114

 Corresponding tax effects and unusual tax items

(360
)

(745
)

 Non-GAAP net income attributable to Teva

$
2,855

$
2,830

 Diluted earnings (loss) per share attributable to Teva

$
 0.38

$
(3.64
)

 EPS difference**

2.20

6.22

 Diluted Non-GAAP EPS attributable to Teva**

$
 2.58

$
2.57

*
 Other non-GAAP items include other exceptional items that we believe are sufficiently large that their
exclusion is important to facilitate an understanding of trends in our financial results, primarily related to the rationalization of our plants and other unusual events.

**
 EPS difference and diluted non-GAAP EPS are calculated by dividing the
sum of our non-GAAP adjustments and our non-GAAP net income attributable to Teva, respectively, by our non-GAAP diluted weighted
average number of shares. The non-GAAP diluted weighted average number of shares for the years ended December 31, 2021 and 2020 were 1,107 million and 1,099 million, respectively.

 5

 Exhibit B

 6

 Three Months Ended December 31, 2021

(U.S. $ and shares in millions, except per share amounts)

GAAP

Excluded for non-GAAP measurement

Non-GAAP

Amortization
of purchased
intangible
assets

Legal
settlements
and loss
contingencies

Impairment of
long-lived
assets

Other
R&D
expenses

Restructuring
costs

Costs
related to
regulatory
actions
taken in
facilities

Equity
compensation

Contingent
consideration

Gain on
sale of
business

Other
non-GAAP
items*

Other
items

 R&D expenses

244

10

5

229

 S&M expenses

632

24

8

600

 G&A expenses

276

12

20

244

 Other (income) expense

(26
)

(7
)

(19
)

 Financial expenses

253

25

229

 Income taxes

(24
)

(178
)

153

 Gross profit

2,050

165

5

6

75

2,301

 Gross profit margin

50.0
%

56.1
%

 Operating income (loss)

78

188

604

183

10

37

5

32

14

(7
)

103

1,248

 Net income (loss) attributable to Teva

(159
)

188

604

183

10

37

5

32

14

(7
)

103

(158
)

854

 EPS - Diluted

(0.14
)

0.17

0.54

0.17

0.01

0.03

§

0.03

0.01

(0.01
)

0.09

(0.14
)

0.77

 The non-GAAP diluted weighted average number of shares was 1,108 million for the
three months ended December 31, 2021.

 Non-GAAP income taxes for the three months ended December 31,
2021 were 15% on pre-tax non-GAAP income.

*
 Other non-GAAP items include other exceptional items that we believe
are sufficiently large that their exclusion is important to facilitate an understanding of trends in our financial results, primarily related to the rationalization of our plants and other unusual events.

§
 Represents an amount less than $0.01

 Adjusted EBITDA reconciliation

 Net income (loss)

(151
)

 Add:

 Financial expenses

253

 Income taxes

(24
)

 Depreciation

132

 Amortization

188

 EBITDA

397

 Legal settlements and loss contingencies

604

 Impairment of long lived assets

183

 Other R&D costs

10

 Restructuring costs

37

 Costs related to regulatory actions taken in facilities

5

 Equity compensation

32

 Contingent consideration

14

 Gain on sale of business

(7
)

 Other non-GAAP items (excluding accelerated depreciation
of $18 million)*

98

 Adjusted EBITDA

1,373

*
 Includes other items primarily related to the rationalization of our plants and other exceptional events.

 7

 Three Months Ended December 31, 2020

(U.S. $ and shares in millions, except per share amounts)

GAAP

Excluded for non-GAAP measurement

Non-GAAP

Amortization
of purchased
intangible
assets

Legal
settlements
and loss
contingencies

Impairment of
long-lived
assets

Other
R&D
expenses

Restructuring
costs

Costs
related to
regulatory
actions
taken in
facilities

Equity
compensation

Contingent
consideration

Gain on
sale of
business

Other
non-GAAP
items*

Other
items

 R&D expenses

293

34

6

—

254

 S&M expenses

683

31

11

14

627

 G&A expenses

327

15

—

312

 Other (income) expense

(10
)

(5
)

(5
)

 Financial expenses

268

33

235

 Income taxes

(22
)

(162
)

141

 Gross profit

2,048

231

7

8

34

2,327

 Gross profit margin

46.0
%

52.3
%

 Operating income (loss)

406

262

50

233

34

38

7

40

15

(5
)

62

—

1,140

 Net income (loss) attributable to Teva

150

262

50

233

34

38

7

40

15

(5
)

62

(131
)

753

 EPS - Diluted

0.14

0.24

0.05

0.21

0.03

0.04

0.01

0.04

0.01

§

0.06

(0.12
)

0.68

 The non-GAAP diluted weighted average number of shares was 1,100 million for the
three months ended December 31, 2020.

 Non-GAAP income taxes for the three months ended December 31,
2020 were 16% on pre-tax non-GAAP income.

*
 Other non-GAAP items include other exceptional items that we believe
are sufficiently large that their exclusion is important to facilitate an understanding of trends in our financial results, primarily related to the rationalization of our plants and other unusual events.

§
 Represents an amount less than $0.01

 Adjusted EBITDA reconciliation

 Net income (loss)

162

 Add:

 Financial expenses

268

 Income taxes

(22
)

 Share in profits (losses) of associated companies – net

(3
)

 Depreciation

140

 Amortization

262

 EBITDA

808

 Legal settlements and loss contingencies

50

 Impairment of long lived assets

233

 Other R&D costs

34

 Restructuring costs

38

 Costs related to regulatory actions taken in facilities

7

 Equity compensation

40

 Contingent consideration

15

 Gain on sale of business

(5
)

 Other non-GAAP items (excluding accelerated depreciation
of $18 million)*

58

 Adjusted EBITDA

1,277

*
 Includes other items primarily related to the rationalization of our plants and other exceptional events.

 8

 Year Ended December 31, 2021

(U.S. $ and shares in millions, except per share amounts)

GAAP

Excluded for non-GAAP measurement

Non-GAAP

Amortization
of purchased
intangible
assets

Legal
settlements
and loss
contingencies

Impairment of
long-lived
assets

Other
R&D
expenses

Restructuring
costs

Costs
related to
regulatory
actions
taken in
facilities

Equity
compensation

Contingent
consideration

Gain on
sale of
business

Other
non-GAAP
items*

Other
items

 R&D expenses

967

15

19

933

 S&M expenses

2,429

99

33

2,297

 G&A expenses

1,099

43

27

1,029

 Other (income) expense

(98
)

(51
)

(48
)

 Financial expenses

1,058

128

930

 Income taxes

211

(360
)

570

 Gross profit

7,594

702

23

23

270

8,612

 Gross profit margin

48.0
%

54.0
%

 Operating income (loss)

1,716

802

717

584

15

133

23

118

7

(51
)

337

4,401

 Net income (loss) attributable to Teva

417

802

717

584

15

133

23

118

7

(51
)

337

(247
)

2,855

 EPS - Diluted

0.38

0.72

0.65

0.53

0.01

0.12

0.02

0.11

0.01

(0.05
)

0.30

(0.22
)

2.58

 The non-GAAP diluted weighted average number of shares was 1,107 million for the
year ended December 31, 2021.

 Non-GAAP income taxes for the year ended December 31, 2021 were 16% on pre-tax non-GAAP income.

*
 Other non-GAAP items include other exceptional items that we believe
are sufficiently large that their exclusion is important to facilitate an understanding of trends in our financial results, primarily related to the rationalization of our plants and other unusual events.

 Adjusted EBITDA reconciliation

 Net income (loss)

456

 Add:

 Financial expenses

1,058

 Income taxes

211

 Share in profits (losses) of associated companies – net

(9
)

 Depreciation

528

 Amortization

802

 EBITDA

3,046

 Legal settlements and loss contingencies

717

 Impairment of long lived assets

584

 Other R&D costs

15

 Restructuring costs

133

 Costs related to regulatory actions taken in facilities

23

 Equity compensation

118

 Contingent consideration

7

 Gain on sale of business

(51
)

 Other non-GAAP items (excluding accelerated depreciation
of $18 million)*

318

 Adjusted EBITDA

4,911

*
 Includes other items primarily related to the rationalization of our plants and other exceptional events.

 9

 Year Ended December 31, 2020

(U.S. $ and shares in millions, except per share amounts)

GAAP

Excluded for non-GAAP measurement

Non-GAAP

Amortization
of purchased
intangible
assets

Legal
settlements
and loss
contingencies

Goodwill
impairment

Impairment of
long-lived
assets

Other
R&D
expenses

Restructuring
costs

Costs
related to
regulatory
actions
taken in
facilities

Equity
compensation

Contingent
consideration

Gain on
sale of
business

Other
non-GAAP
items*

Other
items

 R&D expenses

997

37

20

—

941

 S&M expenses

2,498

126

36

14

2,322

 G&A expenses

1,173

46

12

1,115

 Other (income) expense

(40
)

(8
)

(31
)

 Financial

United States securities and exchange commission logo
September 13, 2022
Eli Kalif
Executive Vice President, Chief Financial Officer
Teva Pharmaceutical Industries Limited
124 Dvora HaNevi’a Street
Tel Aviv, Israel 6944020
Re:Teva Pharmaceutical Industries Limited
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 9, 2022
File No. 001-16174
Dear Mr. Kalif:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Supplemental Non-GAAP Income Data, page 73
1.We note that you modified your non-GAAP reconciliation in your 2021 Annual and
Quarterly Reports to essentially present a full non-GAAP Statement of Income, which is
specifically prohibited by Question 102.10 of the Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures. Please confirm that you will revise
your future filings to eliminate the full non-GAAP Statement of Income and provide us
with a draft of your proposed changes.

 FirstName LastNameEli Kalif
 Comapany NameTeva Pharmaceutical Industries Limited
 September 13, 2022 Page 2
 FirstName LastName
Eli Kalif
Teva Pharmaceutical Industries Limited
September 13, 2022
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Li Xiao at 202-551-4391 or Frank Wyman at 202-551-3660 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
April 21, 2021
Eli Kalif
Executive Vice President, Chief Financial Officer
Teva Pharmaceutical Industries Ltd
5 Basel Street
Petach Tikva
Israel, 4951033
Re:Teva Pharmaceutical Industries Ltd
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed on February 10, 2021
File No. 001-16174
Dear Mr. Kalif:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 April 15, 2021

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Division of Corporation Finance,
Office of Life Sciences

 Re:

 Teva Pharmaceutical Industries Limited

Form 10-K for the Fiscal Year Ended December 31, 2020

filed February 10, 2021 (the “2020 Form
10-K”)

 File
No. 001-16174

 Dear Ms. Mast and Ms. Conway:

On behalf of Teva Pharmaceutical Industries Limited (“Teva” or the “Company”), set forth below are Teva’s responses to
the comments of the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”) contained in your letter dated March 22, 2021 to Eli Kalif, Teva’s Chief Financial Officer. For your ease of
reference, we have set forth below the Staff’s comments in italics, followed by Teva’s responses thereto.

 Form 10-K for the Fiscal Year Ended December 31, 2020 the (“10-K”)

Notes to the Consolidated Financial Statements

Note 12 – Commitments and contingencies

b. Contingencies

 Intellectual Property
Litigation, page 133

1.
 You state that you may elect to market a generic version even though litigation is still pending and you
could face substantial liability for patent infringement which could be material to your results of operations and cash flows in a given period. You also state that the general rule is that the patentee may be compensated by no less than a
reasonable royalty which is calculated based on sales of your product. Please tell us your consideration of disclosing the amount of sales of products for each period marketed prior to settlement of patent infringement litigation.

 With respect to the Staff’s comments regarding disclosure of patent litigation contingencies
(“Contingencies note”), there are significant complexities within the law related to compensation for damages if a Company is found to infringe a patent. Potential outcomes of a contingency related to a patent infringement brought
to final judgment by a court would generally be that the Company is found: (1) non-infringing with an outcome of zero exposure; (2) infringing an invalid patent with an outcome of zero exposure;
(3) infringing a valid patent with damages of a reasonable royalty based on the Company’s level of sales and/or profit; or (4) infringing a valid patent with damages at a maximum exposure of “lost profits” of the infringed
company or even a multiple of “lost profits” (as disclosed in our Note 12b, page 1331 of the 10-K). Because of all the legal variables in any
given patent case, the Company has historically considered the indicator of maximum exposure to be the most relevant for disclosure related to its patent cases. However, since the Company does not have transparency to the alleged infringed
company’s financial data to calculate an estimate of lost profits as a maximum indicator, the Company has generally included in the past a reference to “IMS/IQVIA sales value” of the patentee’s sales at the time of launch in
order to provide a frame of reference to maximum exposure. We examine the information we provide in our disclosure on a quarterly basis as the facts of a particular legal proceeding develop and the judicial process progresses.

In Teva’s December 31, 2020 Contingencies note, it included specific disclosure regarding only two potentially material patent infringement cases
which were considered reasonably possible and potentially material for risk of infringement damage claims and therefore disclosed such litigation regarding:

•

 carvedilol tablets (the generic version of GlaxoSmithKline’s Coreg®) and

•

 bortezomib (the generic equivalent of Janssen/Millenimum’s Velcade®).

 With respect to carvedilol, there was a previous verdict against Teva for
patent infringement of which the outcome was $235.5 million. The outcome was based on a combination of lost profits and reasonable royalty damages. This verdict was overturned and is currently on appeal. Given that there was already a
determined amount of potential damages from the jury trial that is disclosed in our Contingencies note, the Company determined that its sales of its respective product is not relevant to disclose with regards to the carvedilol tablets patent
infringement case and we believe the previous verdict is the best indicator of potential exposure for disclosure purposes.

 With respect to the bortezomib
patent infringement case, as noted in our disclosure in the Contingencies note, the case outcome was resolved in favor of the Company as of May 8, 2020 and the case is closed. We will remove this case in our next periodic report filing.

The Company will continue to consider all the relevant factors in its estimate of potential exposure for any accrual or disclosure purposes in future patent
infringement cases, including IMS/IQVIA data as an indicator of patentee sales/profit level as well as the Company’s own

 sales as potential outcomes
of cases and will include those it considers most pertinent to each case.

1
 The general rule for damages in patent infringement cases in the United States is that the patentee should be
compensated by no less than a reasonable royalty and it may also be able, in certain circumstances, to be compensated for its lost profits. The amount of a reasonable royalty award would generally be calculated based on the sales of Teva’s
product. The amount of lost profits would generally be based on the lost sales of the patentee’s product. In addition, the patentee may seek consequential damages as well as enhanced damages of up to three times the profits lost by the
patent holder for willful infringement, although courts have typically awarded much lower multiples.

 2

 Note 19 – Segments, page 158

2.
 Your segment presentation is based on geographic regions which include multiple countries. Please confirm
that you will separately disclose in future filings revenue from external customers attributed to your country of domicile and revenues attributed to an individual country that are material. Include the basis for attributing revenues to the
individual countries. Refer to ASC 280-10-50-41. In addition, your disclosure of segment revenues by major products and
activities on pages 160 and 161 includes a separate line for Generic products, which is significant to total revenues. Please confirm that there are no individual generic products that are significant to total revenues that may require separate
disclosure pursuant to ASC 280-10-50-40.

With respect to the Staff’s comment regarding disclosure of revenue from external customers attributed to the Company’s country of domicile
(Israel), the Company agrees with the Staff’s comment and will include in future filings the revenues from external customers attributed to Israel, its country of domicile.

With respect to the Staff’s comment regarding disclosure of revenue from external customers attributed to an individual country that are significant as
required by ASC 280-10-50-41, the largest individual country that the Company operates in is the United States, representing 48%
of the Company’s total revenues as disclosed in note 1j of our annual consolidated financial statements (page 101 of the 10-K). No other country’s revenues to external customers represent greater
than 10% of total revenues and none are considered to be significantly different on a qualitative basis for disclosure. The basis for attributing revenues to individual countries is measured by sales to external customers in such countries and we
will include this disclosure in future filings.

 With respect to the Staff’s comment regarding generic revenue on page 160 and 161 of the 10-K, the Company confirms that in 2020 there were no generic products that were individually significant for disclosure in consideration of both quantitative and qualitative factors. We confirm there are no generic
products that we consider significant in relation to total revenues or total revenues of any segment.

 Form 8-K
filed filed February 10, 2021(the “Form 8-K”)

 Exhibit 99.1

2020 Annual Consolidated Results, page 3

3. You disclose in your earnings release EBITDA, Adjusted EBITDA, Non-GAAP operating income, Non-GAAP gross profit, Non-GAAP gross profit margin, and basic and diluted Non-GAAP EPS. Please confirm that for each Non-GAAP measure that is presented in future filings, including you earnings release and periodic reports, you will include a reconciliation from the most directly comparable GAAP number to the non-GAAP measure pursuant to Item 10(e)(1)(i) of Regulation S-K.

 3

 We acknowledge the Staff’s comment and in accordance with Item 10(e)(1)(i) of Regulation S-K, Teva will include a reconciliation from the most directly comparable GAAP number to the non-GAAP measure regarding the aforementioned
non-GAAP financial measures.

 Should any member of the Staff have any questions or comments concerning this
letter, please do not hesitate to call me.

 Very Truly Yours,

 /s/ Eli Kalif

 Eli Kalif

 Executive Vice President, Chief Financial Officer

 Teva Pharmaceutical Industries Limited

 cc:

 Mr. David Stark,
Executive Vice President, Chief Legal Officer, Teva

 Mr. Ross M. Leff, Esq., Kirkland & Ellis LLP

 4

United States securities and exchange commission logo
March 22, 2021
Eli Kalif
Executive Vice President, Chief Financial Officer
Teva Pharmaceutical Industries Ltd
5 Basel Street
Petach Tikva
Israel, 4951033
Re:Teva Pharmaceutical Industries Ltd
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed on February 10, 2021
File No. 001-16174
Dear Mr. Kalif:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days 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.
Form 10-K for the Fiscal Year Ended December 31, 2020
Notes to the Consolidated Financial Statements
Note 12- Commitments and contingencies
b. Contingencies
Intellectual Property Litigation, page 133
1.You state that you may elect to market a generic version even though litigation is still
pending and you could face substantial liability for patent infringement which could be
material to your results of operations and cash flows in a given period.  You also state that
the general rule is that the patentee may be compensated by no less than a reasonable
royalty which is calculated based on the sales of your product.  Please tell us your
consideration of disclosing the amount of sales of products for each period marketed prior
to settlement of patent infringement litigation.

 FirstName LastNameEli Kalif
 Comapany NameTeva Pharmaceutical Industries Ltd
 March 22, 2021 Page 2
 FirstName LastName
Eli Kalif
Teva Pharmaceutical Industries Ltd
March 22, 2021
Page 2
Note 19-Segments, page 158
2.Your segment presentation is based on geographic regions which include multiple
countries.  Please confirm that you will separately disclose in future filings revenue from
external customers attributed to your country of domicile and revenues attributed to
an individual foreign country that are material.  Include the basis for attributing revenues
to the individual countries.  Refer to ASC 280-10-50-41.  In addition, your disclosure of
segment revenues by major products and activities on pages 160 and 161 includes a
separate line item for Generic products, which is significant to the total revenues.  Please
confirm that there are no individual generic products that are significant to total revenues
that may require separate disclosure pursuant to ASC 280-10-50-40.
Form 8-K filed February 10, 2021
Exhibit 99.1
2020 Annual Consolidated Results, page 3
3.You disclose in your earnings release EBITDA, Adjusted EBITDA, Non-GAAP operating
income, Non-GAAP gross profit, Non-GAAP gross profit margin, and basic and diluted
Non-GAAP EPS.  Please confirm that for each Non-GAAP measure that is presented in
future filings, including your earnings release and periodic reports, you will include a
reconciliation from the most directly comparable GAAP number to the non-GAAP
measure pursuant to Item 10(e)(1)(i) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Mary Mast at 202-551-3613 or Angela Connell at 202-551-3426 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
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CORRESP

 CONFIDENTIAL

FOR COMMISSION USE ONLY

Teva Pharmaceutical Industries Limited

5 Basel Street

 P.O. Box
3190

 Petach Tikva, 4951033 Israel

August 13, 2020

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

        Re:

 Re: Teva Pharmaceutical Industries Limited

Registration Statement on Form S-4

File No. 333-241010

 Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-4 (File
No. 333-241010) (the “Registration Statement”), of Teva Pharmaceutical Industries Limited, an Israeli corporation, Teva Pharmaceutical Finance Netherlands II B.V., a Dutch private limited
liability company and Teva Pharmaceutical Finance Netherlands III B.V., a Dutch private limited liability company (collectively, the “Registrants”), registering the offer to exchange up to €1,000,000,000 aggregate principal
amount of 6.000% Senior Notes due 2025 and $1,000,000,000 aggregate principal amount of 7.125% Senior Notes due 2025 (together with the respective guarantees thereof, the “Exchange Notes”) for like aggregate principal amounts of
6.000% Senior Notes due 2025 and 7.125% Senior Notes due 2025 (together with the respective guarantees thereof, the “Outstanding Notes”), respectively.

Please be advised that the Registrants are registering the exchange offer in reliance on the position of the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) enunciated in: Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988); Morgan
Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991); and Shearman & Sterling, SEC No-Action Letter (available July 2,
1993). In addition, the Registrants hereby represent that they have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the exchange offer and, to the best of the Registrants’
information and belief, each person participating in the exchange offer will be acquiring the Exchange Notes in its ordinary course of business and will not have any arrangement or understanding with any person to participate in the distribution of
the Exchange Notes to be received in the exchange offer. In this regard, the Registrants will make each person participating in the exchange offer aware, by means of the prospectus relating to the exchange offer (the “Exchange Offer
Prospectus”) and the related letters of transmittal, that if such person is participating in an exchange offer for the purpose of distributing the applicable series of Exchange Notes to be acquired in an exchange offer, such person
(i) cannot rely on the Staff position enunciated in Exxon Capital Holdings Corporation or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act of
1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction by such person participating in an exchange offer for the purpose of
distributing the applicable series of Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K under the
Securities Act.

 The Registrants represent that with respect to any broker-dealer that participates in the
exchange offer with respect to Outstanding Notes acquired for its own account as a result of market-making activities or trading activities each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the
Registrants or an affiliate of the Registrants to distribute the Exchange Notes. The Registrants will make each person participating in the exchange offer aware (through the Exchange Offer Prospectus or the related letter of transmittal) that any
broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the exchange offer, may be
a statutory underwriter and, in connection with any resale of such Exchange Notes, must deliver a prospectus meeting the requirements of the Securities Act, which may be the Exchange Offer Prospectus so long as it contains a plan of distribution
with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of Exchange Notes held by the broker-dealer).

In addition, the Registrants will include in the applicable letter of transmittal to be executed by an exchange offeree in order to
participate in the exchange offer the following additional provisions, in substantially the form set forth below:

•

 The exchange offeree does not intend to engage in a distribution of the Exchange Notes.

•

 If the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of
market-making activities or other trading activities, such broker-dealer acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act, in connection with any resale of Exchange Notes received in respect of such
Outstanding Notes pursuant to the exchange offer.

 If you have any further questions or comments or desire further information in respect of
the Registration Statement, please do not hesitate to contact Ross M. Leff of Kirkland & Ellis LLP, counsel to the Registrants, at (212) 446 4947.

 Very truly yours,

 Teva Pharmaceutical Industries Limited

By:

 /s/ Eli Kalif

 Name:

 Eli Kalif

 Title:

Executive Vice President and Chief Financial Officer

 Teva Pharmaceutical Finance Netherlands II B.V.

 By:

 /s/ David Vrhovec

 Name:

 David Vrhovec

 Title:

 Authorized Representative

 By:

 /s/ Tomer Amiti

 Name:

 Tomer Amiti

 Title:

 Authorized Representative

 Teva Pharmaceutical Finance Netherlands III B.V.

 By:

 /s/ David Vrhovec

 Name:

 David Vrhovec

 Title:

 Authorized Representative

 By:

 /s/ Tomer Amiti

 Name:

 Tomer Amitai

 Title:

 Authorized Representative

cc:
 Ross M. Leff

 Kirkland & Ellis LLP

CORRESP
1
filename1.htm

CORRESP

 Teva Pharmaceutical Industries Limited

5 Basel Street

 P.O. Box
3190

 Petach Tikva, 4951033 Israel

August 13, 2020

 Via EDGAR Submission

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re
 Teva Pharmaceutical Industries Limited

Registration Statement on Form S-4 (File
No. 333-241010)

 Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”), Teva Pharmaceutical Industries Limited (the
“Company”), Teva Pharmaceutical Finance Netherlands II B.V. and Teva Pharmaceutical Finance Netherlands III B.V. (collectively, the “Registrants”) hereby request acceleration of the effective date of its
Registration Statement on Form S-4 (SEC File No. 333-241010) (the “Registration Statement”), to 9:00 a.m., Eastern Time, on August 17, 2020, or as
soon thereafter as possible. The Registrants hereby acknowledge their responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed exchange offer of the securities specified in the Registration
Statement.

 U.S. Securities and Exchange Commission

August 13, 2020

  Page
 2

 Please contact Ross M. Leff of Kirkland & Ellis LLP, special counsel to the Company,
at (212) 446-4947, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

Teva Pharmaceutical Industries Limited

By:

 /s/ Eli Kalif

Name:

Eli Kalif

Title:

Executive Vice President and Chief Financial Officer

Teva Pharmaceutical Finance Netherlands II B.V.

By:

Teva Pharmaceuticals Europe B.V.,

its Managing Director

By:

 /s/ David Vrhovec

Name:

David Vrhovec

Title:

Managing Director

By:

 /s/ Tomer Amitai

Name:

Tomer Amitai

Title:

Managing Director

Teva Pharmaceutical Finance Netherlands III B.V.

By:

Teva Pharmaceuticals Europe B.V.,

its Managing Director

By:

 /s/ David Vrhovec

Name:

David Vrhovec

Title:

Managing Director

By:

 /s/ Tomer Amitai

Name:

Tomer Amitai

Title:

Managing Director

cc:
 Ross M. Leff

Kirkland & Ellis LLP

United States securities and exchange commission logo
August 11, 2020
Eli Kalif
Executive Vice President and Chief Financial Officer
Teva Pharmaceutical Industries, Ltd.
Teva Pharmaceuticals USA, Inc.
400 Interpace Parkway
Building: A, 4th Floor
Parsippany, NJ 07054
Re:Teva Pharmaceutical Industries, Ltd.
Registration Statement on Form S-4
Filed August 5, 2020
File No. 333-241010
Dear Mr. Kalif:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ross M. Leff, P.C.

United States securities and exchange commission logo
July 15, 2020
Eli Kalif
Chief Financial Officer
Teva Pharmaceutical Industries Limited
5 Basel Street
Petach Tikva, ISRAEL, 4951033
Re:Teva Pharmaceutical Industries Limited
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 21, 2020
File No. 001-16174
Dear Mr. Kalif:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 June 19, 2020

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Division of Corporation Finance,
Office of Life Sciences

 Ms. Ibolya Ignat & Mr. Franklin Wyman

Re:

 Teva Pharmaceutical Industries Limited

Form 10-K for the Fiscal Year Ended December 31, 2019

filed February 21, 2020 (the “2019 Form 10-K”)

File No. 001-16174

 Dear Ms. Ignat & Mr. Wyman:

On behalf of Teva Pharmaceutical Industries Limited (“Teva” or the “Company”), set forth below is Teva’s response to
the comment of the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”) contained in your letter dated March 31, 2020 to Eli Kalif, Teva’s Chief Financial Officer, which response documents the outcome
of discussions between the Staff and the Company on May 26, 2020 and June 16, 2020 regarding such comment letter and the Company’s initial response letter dated April 17, 2020. We appreciate the Staff’s discussions with the
Company, which assisted the Company to better understand the Staff’s position.

 For your ease of reference, we have set forth below
the Staff’s comment in italics, followed by Teva’s response thereto.

 Form 10-K for the Fiscal
Year Ended December 31, 2019

 Consolidated Financial Statements

Note 11 – Legal settlements and loss contingencies, page 145:

1.
 During 2019, you recorded an expense of $1,178 million in legal settlement and loss contingencies
“mainly related to an estimated settlement provision recorded in connection with the remaining opioid cases,” of which $646 million was recorded in the second quarter and $468 million was recorded in the third quarter. Please
describe for us the methods and key assumptions used to calculate these loss provisions, particularly the factors that you considered in distinguishing between opioid cases deemed to be probable or not probable. In addition, provide us the following
information in your response.

•

 For the $646 million loss provision, quantify the specific amounts associated with the
Oklahoma litigation, as well as the general loss provision for “a portion of opioid related cases as probable” based on this settlement.

•

 For the $468 million loss provision, quantify the specific amounts associated with the
settlement with “two plaintiffs in the MDL Opioid Proceeding” and the agreement in principle with North Carolina, Pennsylvania, Tennessee and Texas, as well as the general loss provision for “more likely” opioid-related cases
based on these settlements.

•

 Explain the factors considered in determining the timing for recognition of these two opioid loss provisions.

•

 Quantify for us your range reasonably possible losses related to your opioid exposure, and explain why you did
not disclose such range pursuant to ASC 450-20-50-4.

•

 Explain the terms, obligations and rights associated with the nationwide settlement framework and how you
expect this arrangement to operate in future periods, particularly the expected timing for recognition of costs associated with your provision of up to $23 billion of sublingual tablets and up to $250 million of cash payments over a ten-year period.

•

 Describe your expected accounting treatment for each element of this nationwide settlement framework. Refer us
to the applicable authoritative accounting guidance.

 Response: The range of reasonably possible losses referenced in Note 11
to the Consolidated Financial Statements in the Company’s 2019 Form 10-K referenced in the comment above only covers a situation in which a settlement framework was achieved. An upper end of the range
could not be established if the settlement framework agreement is not completed in its current form for the entirety of the State Attorney General litigation with respect to such matters.

Following the filing of the Company’s 2019 Form 10-K, this range of outcomes has materially narrowed and now
represents the Company’s most reasonable estimate. Assuming no significant changes in facts and circumstances, the Company will modify its disclosure in future filings to further clarify incorporating the changes set forth in Exhibit A hereto
in the Company’s contingencies disclosure.

 * * * * * *

 2

 Should any member of the Staff have any questions or comments concerning this letter, please do not hesitate
to call me.

 Very Truly Yours,

 /s/ Eli Kalif

Eli Kalif

Executive Vice President, Chief Financial Officer

Teva Pharmaceutical Industries Limited

 cc:

 Mr. David Stark,
Executive Vice President, Chief Legal Officer, Teva

 Ms. Deborah Griffin, Senior Vice President, Chief Accounting Officer, Teva

Mr. Ross M. Leff, Esq., Kirkland & Ellis LLP

 3

 Exhibit A

Proposed Revision to Commitments and contingencies note

Since May 2014, more than 2,900 complaints have been filed with respect to opioid sales and distribution against various Teva affiliates, along with several
other pharmaceutical companies, by a number of cities, counties, states, other governmental agencies, tribes and private plaintiffs (including various putative class actions of individuals) in both state and federal courts. Most of the federal cases
have been consolidated into a multidistrict litigation in the Northern District of Ohio (“MDL Opioid Proceeding”) and many of the cases filed in state court have been removed to federal court and consolidated into the MDL Opioid
Proceeding. Other cases remain pending in various states. In some jurisdictions, such as Illinois, New York, Pennsylvania, South Carolina, Texas, Utah and West Virginia, certain state court cases have been transferred to a single court within their
respective state court systems for coordinated pretrial proceedings. Complaints asserting claims under similar provisions of different state law, generally contend that the defendants allegedly engaged in improper marketing and distribution of
opioids, including ACTIQ® and FENTORA®. The complaints also assert claims related to Teva’s generic opioid products. In addition,
personal injury plaintiffs, including various putative class actions of individuals, have asserted personal injury and wrongful death claims. Furthermore, approximately 600 complaints have named Anda, Inc. (and other distributors and manufacturers)
alleging that Anda failed to develop and implement systems sufficient to identify suspicious orders of opioid products and prevent the abuse and diversion of such products to individuals who used them for other than legitimate medical purposes.
Plaintiffs seek a variety of remedies, including restitution, civil penalties, disgorgement of profits, treble damages, attorneys’ fees and injunctive relief. Certain plaintiffs assert that the measure of damages is the entirety of the costs
associated with addressing the abuse of opioids and opioid addiction and certain plaintiffs specify multiple billions of dollars in the aggregate as alleged damages. In many of these cases, plaintiffs are seeking joint and several damages among all
defendants. An adverse resolution of any of these lawsuits or investigations may involve large monetary penalties, damages, and/or other forms of monetary and non-monetary relief and could have a
material and adverse effect on Teva’s reputation, business, results of operations and cash flows. Absent resolutions, trials are expected to proceed in several states in 2020 and 2021. A court in New York had set a date, for a
liability trial only, to start in March 2020. However, that trial has been postponed due to the impact of COVID-19. A new trial date has not been set. It is also anticipated that a court in California may
reset a trial date, most recently scheduled for June 2020, to the second half of 2020. It is difficult to predict when or if trials will occur in 2020 given the current impact of COVID-19 on the United States
and the U.S. judicial system.

 In May 2019, Teva settled the Oklahoma litigation brought by the Oklahoma Attorney General (State of Oklahoma, ex. rel.
Mike Hunter, Attorney General of Oklahoma vs. Purdue Pharma L.P., et. al.) for $85 million. The settlement did not include any admission of violation of law for any of the claims or allegations made. As the Company demonstrated a willingness to
settle part of the litigation, for accounting purposes, management considered a portion of opioid-related cases as probable and, as such, recorded an estimated provision in the second quarter of 2019. Given the relatively early stage of the cases,
management viewed no amount within the range to be the most likely outcome. Therefore, management recorded a provision for the reasonably estimable minimum amount in the assessed range for such opioid-related cases in accordance with Accounting
Standards Codification 450 “Accounting for Contingencies.”

 On October 21, 2019, Teva reached a settlement with the two plaintiffs in the MDL Opioid Proceeding
that was scheduled for trial for the Track One case, Cuyahoga and Summit Counties of Ohio. Under the terms of the settlement, Teva will provide the two counties with opioid treatment medication, buprenorphine naloxone (sublingual tablets), known by
the brand name Suboxone®, with a value of $25 million at wholesale acquisition cost and distributed over three years to help in the care and treatment of people suffering from addiction,
and a cash payment in the amount of $20 million, to be paid in four payments over three years.

 Also on October 21, 2019, Teva and certain other
defendants reached an agreement in principle with a group of Attorneys General from North Carolina, Pennsylvania, Tennessee and Texas for a nationwide settlement framework (“the framework”). The framework is designed to provide a
mechanism by which the Company attempts to seek resolution of remaining potential and pending opioid claims by both the U.S. states and political subdivisions (i.e., counties, tribes and other plaintiffs) thereof. Under this
frameworkagreement, Teva would provide buprenorphine naloxone (sublingual tablets) with an estimated value of up to approximately $23 billion at wholesale acquisition cost over a ten year period. In addition, Teva would
also provide cash payments of up to $250 million over a ten year period. The Company cannot predict if the nationwide settlement framework will be finalized. Following these developments, the Company considered a range of potential settlement
outcomes. The current provision is a reasonable estimate of the ultimate costs if the
nationwide settlement framework is finalized in its current form. However, if not finalized in its current form for the entirety of the State AG cases, a reasonable upper end of a range of loss cannot be determined. An adverse resolution of any of these lawsuits
or investigations may involve large monetary penalties, damages, and/or other forms of monetary and non-monetary relief and could have a material and adverse effect on Teva’s reputation, business, results of operations and cash flows.
No single outcome in the range was considered to be more likely than any other outcome; accordingly, in the third quarter of 2019, Teva accrued to the new low end of the range, resulting in an increase in
Teva’s previously recorded estimated liability. There was no change in this estimate in the first quarter of 2020.

CORRESP
1
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CORRESP

 April 17, 2020

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Division of Corporation Finance,
Office of Life Sciences

 Ms. Ibolya Ignat & Mr. Franklin Wyman

  Re:

Teva Pharmaceutical Industries Limited

Form 10-K for the Fiscal Year Ended December 31, 2019

filed February 21, 2020 (the “2019 Form 10-K”)

File No. 001-16174

 Dear Ms. Ignat & Mr. Wyman:

On behalf of Teva Pharmaceutical Industries Limited (“Teva” or the “Company”), set forth below are
Teva’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”) contained in your letter dated March 31, 2020 to Eli Kalif, Teva’s Chief Financial
Officer. For your ease of reference, we have set forth below the Staff’s comments in italics, followed by Teva’s responses thereto.

 Form 10-K for the Fiscal Year Ended December 31, 2019

 Consolidated Financial Statements

 Note 11 – Legal settlements and loss contingencies, page 145:

1.
 During 2019, you recorded an expense of $1,178 million in legal settlement and loss contingencies
“mainly related to an estimated settlement provision recorded in connection with the remaining opioid cases,” of which $646 million was recorded in the second quarter and $468 million was recorded in the third quarter. Please
describe for us the methods and key assumptions used to calculate these loss provisions, particularly the factors that you considered in distinguishing between opioid cases deemed to be probable or not probable. In addition, provide us the following
information in your response.

•

 For the $646 million loss provision, quantify the specific amounts associated with the Oklahoma
litigation, as well as the general loss provision for “a portion of opioid related cases as probable” based on this settlement.

•

 For the $468 million loss provision, quantify the specific amounts associated with the settlement with
“two plaintiffs in the MDL Opioid Proceeding” and the agreement in principle with North Carolina, Pennsylvania, Tennessee and Texas, as well as the general loss provision for “more likely” opioid-related cases based on these
settlements.

•

 Explain the factors considered in determining the timing for recognition of these two opioid loss provisions.

•

 Quantify for us your range reasonably possible losses related to your opioid exposure, and explain why you did
not disclose such range pursuant to ASC 450-20-50-4.

•

 Explain the terms, obligations and rights associated with the nationwide settlement framework and how you
expect this arrangement to operate in future periods, particularly the expected timing for recognition of costs associated with your provision of up to $23 billion of sublingual tablets and up to $250 million of cash payments over a ten-year period.

•

 Describe your expected accounting treatment for each element of this nationwide settlement framework. Refer us
to the applicable authoritative accounting guidance.

 Background

The Company has faced significant litigation relating to the Company’s historic opioid marketing, distribution and monitoring. Since May
2014, more than 2,000 complaints have been filed with respect to opioid sales and distribution against various Teva affiliates, along with a number of other pharmaceutical companies, distributors and chain pharmacies by a number of cities, counties,
states, other political subdivisions, tribes and private plaintiffs (including various putative class actions of individuals) in both state and federal courts. As of December 31, 2019, most of the federal cases have been consolidated into a
multidistrict litigation in the Northern District of Ohio (“MDL Opioid Proceeding”) and the majority of the cases filed in state court have been removed and consolidated into the MDL Opioid Proceeding. A number of state Attorneys
General (“AG”), and in some cases political subdivisions within states, have sued the Company in state courts. Many of those state cases are proceeding, with trials for some matters expected in 2020 and 2021.

The opioid complaints contend that the defendants allegedly engaged in improper marketing and distribution of opioids, including ACTIQ® and FENTORA®. The complaints also assert claims related to Teva’s generic opioid products. Plaintiffs seek a variety of civil and
equitable remedies, including restitution, civil penalties, disgorgement of profits, treble damages, attorneys’ fees and injunctive relief. Certain plaintiffs assert that the measure of damages is the entirety of the costs associated with
addressing the abuse of opioids and opioid addiction and certain plaintiffs have specified multiple billions of dollars in the aggregate as alleged damages. In many of these cases, plaintiffs are seeking joint and several liability among all
defendants.

 Prior to the second quarter of 2019, in accordance with Accounting Standards Codification (“ASC”) 450-20-25-2 “Contingencies”, management evaluated the claims for whether a loss was considered probable and reasonably
estimable. Management concluded, in consultation with internal and external legal counsel, that there were significant potential legal defenses in response to the untested assertions of public nuisance claims related to the legal sale and
distribution of FDA-approved medications. However, at that time, given that the complex and overlapping litigation in multiple jurisdictions had not been tested at trial, management concluded that the
potential exposure was considered reasonably possible and Teva disclosed the exposure could be material in accordance with ASC
450-20-50-3&4. No range of reasonable exposure was considered estimable. See Note 16 to Teva’s Consolidated Financial
Statements in its Form 10-Q for the first quarter of 2019 (page 33):

 “[A]n adverse resolution
of any of these lawsuits or investigations may involve large monetary penalties and could have a material and adverse effect on Teva’s reputation, business, results of operations and cash flows.”

 2

 Second Quarter of 2019

In the second quarter of 2019, Teva recorded a legal settlement provision of $646 million, of which $585 million was related to the
opioid litigation (comprised of an $85 million settlement in the Oklahoma litigation and an estimated provision of $500 million for certain other opioid cases).

In May 2019, Teva settled the Oklahoma litigation brought by the Oklahoma Attorney General (State of Oklahoma, ex. rel. Mike Hunter, Attorney
General of Oklahoma vs. Purdue Pharma L.P., et. al.) for $85 million. In doing so, Teva was one of the first public companies to settle an opioid-related public nuisance claim.

The Company subsequently determined that it was also likely to settle other similar cases, as settlement of certain cases was viewed to be an
effective long-term strategy for the Company if such settlements resulted in a reasonable economic outcome. As of the end of the second quarter of 2019, there were 24 states that had either brought, or threatened to bring, litigation against the
Company (state AG cases).

 In order to estimate a potential settlement value for the 24 state AG cases, the Company adjusted certain
aspects of the Oklahoma settlement in order to extrapolate to determine a reasonable estimate of potential settlement outcomes related to the state AG cases. In consultation with internal and external legal counsel, the Company identified unique
considerations of the Oklahoma settlement. Those considerations included, but were not limited to: (1) the risk of Teva being held jointly and severally liable for billions of dollars in potential damages claims by plaintiffs with only one
other remaining defendant (a large pharmaceutical, medical device and consumer packaged goods company); (2) the unfavorable political environment of factfinders for a bench trial and on appeal; (3) as the first of many duplicative cases that
could go to trial, the first settlement would come at a significant premium; and (4) the Company’s belief that the Oklahoma AG statewide case had distinct characteristics that would not be applicable to the states’ political
subdivisions.

 The Company considered the factors noted above to calculate a more “normalized” view of the Oklahoma settlement
for extrapolation to the other state AG cases. Accordingly, the Company first adjusted for an estimated premium for the first resolution.1 The Company also

1
 As several authors have noted, there is often a premium for resolving the first of many duplicative cases to go
to trial. See Howard M. Erichson, Interjurisdictional Preclusion, 96 Mich. L. Rev. 945, 956–57 (1998) (“[A] litigant facing potential related litigation with others attributes extra value to avoiding a judgment. This settlement
incentive may affect the parties unequally, changing the settlement dynamic and creating a more favorable settlement for one of the parties, ordinarily the plaintiff. . . . [A] manufacturer facing product liability claims by a number of plaintiffs
may prefer to pay additional money to avoid the risk of an issue-preclusive determination of a product defect. If the first case to reach trial is weak for the defendant–for example, if the plaintiff is especially sympathetic or
plaintiff’s counsel especially well prepared–the defendant will be even more inclined to settle, so that a stronger defense case will be the first to reach judgment.”); L. Elizabeth Chamblee, Unsettling Efficiency: When Non-Class Aggregation of Mass Torts Creates Second-Class Settlements, 65 La. L. Rev. 157, 175–76 (2004) (“Since federal courts permit nonmutual issue preclusion, a mass torts defendant who faces a growing
number of cases arising out of similar facts sees the first trial as a must win situation. . . Due to the high stakes of the first trial for the defendant, the initial plaintiffs can exert more pressure on the defendant to settle.”). Indeed,
this premium has been seen in similar pharmaceutical litigation like in In re Vioxx Products Liability Litigation. Merck reached a settlement in principle in November 2007 to settle product liability claims for $4.85 billion. At the
time of settlement, there were approximately 27,000 filed cases. See Bruce Patsner, The Vioxx Settlement: Salvation or Sell-Out?, Health Law Perspectives (Feb. 2008), available at
http://www.law.uh.edu/Healthlaw/perspectives/2008/(BP)%20vioxx.pdf. This equates to average nationwide settlement of approximately $180,000 per claim. However, the first jury verdict was for $234 million, which was
reduced to $26.1 million and then immediately appealed. See Pastner, at n.21. This demonstrates the significant premium for the first successful jury trial compared to the nationwide settlement ($26.1 million versus an average
claim of $180,000).

 3

considered the degree to which a payment to the plaintiffs to settle litigation would be more cost-effective than paying legal fees to try cases to verdict. The result of this estimation was a
minimum amount of approximately $500 million to settle the 24 state AG cases. Although management considered other scenarios for the state AG cases, these were only “settlement scenarios”, which were not indicative of a high end of
the range for ultimate outcome which could include numerous lengthy trials to inestimable verdicts. Given the relatively early stage of the cases and the above-referenced variables, management could not determine a reasonable upper end of the range
that would be meaningful to users of the financial statements, as the various scenarios were complex and difficult to estimate. The Company also could not determine any amount within the estimate range to be better than any other. Accordingly, in
accordance with ASC 450-20-30-1, the Company recorded a liability of $500 million at that time for the estimated settlement
value of the state AG cases at the low end of the range of potential settlement outcomes.

 In addition, as noted in Teva’s Form 10-Q for the second quarter of 2019, the Company accounted for only a portion of the opioid cases at that time (the state AG cases, as noted above). As of June 30, 2019, the cases that were included in the MDL
Opioid Proceeding were not factored into the settlement provision estimate. The outcome in the MDL Opioid Proceeding (federal proceeding) was viewed as having an overall higher probability of success for Teva than the state AG cases. The majority of
the cases in the MDL Opioid Proceeding relate to state political subdivisions. Given the significant overlap (same population included between state, county and subdivisions) between the potential damages claims in the MDL Opioid Proceeding and the
state AG cases, it had not yet been determined if any damages would be awarded or, if damages were awarded, the extent to which damages awarded to states would be allocable to the subdivisions. Therefore, at the time, any damages in the MDL Opioid
Proceeding were not considered probable or estimable in accordance with ASC 450-25-20-2.

 4

 Third Quarter of 2019

In the third quarter of 2019, Teva recorded a legal settlement provision of $468 million, of which $440 million was related to an
increase in the provision for opioid litigation. During the third quarter of 2019, two events occurred related to the opioid litigation that led the Company to reconsider the estimated low end of the range of potential settlements:

•

 In October 2019, the Company settled with two Ohio county political subdivisions in the MDL Opioid Proceeding
Track 1 litigation (“Ohio Track 1 settlement”). The terms of the settlement were $20 million cash payment of four equal installments over three years and a three year product supply of buprenorphine/naloxone2 valued at $25 million at Wholesaler Acquisition Cost (“WAC”).3

•

 Concurrently with such settlement, the Company entered into an agreement in principle for a nationwide framework
for resolving outstanding opioid-related claims with the Attorneys General of four states. Teva’s agreement is in part with the big three distributors (McKesson, Cardinal Health and AmerisourceBergen) as well as Johnson & Johnson,
which other defendants have agreed to provide aggregate cash consideration of over $22 billion.4 The framework is designed to provide a vehicle to resolve the majority of the remaining state
and political subdivision opioid-related litigation. Teva agreed in principle to a payment of $250 million over 10 years (less a credit of $10 million related to the Track 1 settlement discussed above) plus a
ten-year product supply of buprenorphine/naloxone tablets valued at $23 billion at WAC.

2
 Generic suboxone (buprenorphine/naloxone) is recognized as the leading pharmaceutical treatment for opioid
abuse disorder.

3
 The framework is based on WAC value, over the ten year period of the product agreement term, to capture a
market comparable value. Wholesale Acquisition Cost is defined in 42 CFR Part 403 (HHS/CMS Rule Re: Regulation to Require Drug Pricing Transparency) as follows: “Wholesale acquisition cost means, with respect to a prescription drug or
biological product, the manufacturer’s list price for the prescription drug or biological product to wholesalers or direct purchasers in the United States, not including prompt pay or other discounts, rebates or reductions in price, for the
most recent month for which the information is available, as reported in wholesale price guides or other publications of drug or biological product pricing data.” See § 403.1201(d).

WAC is commonly understood to be closer to gross revenue and not a true indicator of the net revenue in the generic pharmaceutical industry.
See Medicine Use and Spending in the U.S.: A Review of 2017 and Outlook to 2022, IQVIA Institute, at Chart 36 (2018), available at
https://www.iqvia.com/-/media/iqvia/pdfs/institute-reports/medicine-use-and-spending-in-theus-a-review-of-2017-and-outlook-to-2022.pdf (finding that in 2017 only 36% of the W

March 31, 2020
Eli Kalif
Chief Financial Officer
Teva Pharmaceutical Industries Limited
5 Basel Street
Petach Tikva, ISRAEL, 4951033
Re:Teva Pharmaceutical Industries Limited
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 21, 2020
File No. 001-16174
Dear Mr. Kalif:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Consolidated Financial Statements
Note 11 - Legal settlements and loss contingencies, page 145
1.During 2019, you recorded an expense of $1,178 million in legal settlement and loss
contingencies “mainly related to an estimated settlement provision recorded in connection
with the remaining opioid cases,” of which $646 million was recorded in the second
quarter and $468 million was recorded in the third quarter. Please describefor us the
methods and key assumptions used to calculate these loss provisions, particularly the
factors that you considered in distinguishing between opioid cases deemed to be probable
or not probable.  In addition, provide us the following information in your response.

•For the $646 million loss provision, quantify the specific amounts associated with the
Oklahoma litigation, as well as the general loss provision for “a portion of opioid-
related cases as probable” based on this settlement.

 FirstName LastNameEli Kalif
 Comapany NameTeva Pharmaceutical Industries Limited
 March 31, 2020 Page 2
 FirstName LastName
Eli Kalif
Teva Pharmaceutical Industries Limited
March 31, 2020
Page 2
•For the $468 million loss provision, quantify the specific amounts associated with the
settlement with “two plaintiffs in the MDL Opioid Proceeding” and the agreement in
principle with North Carolina, Pennsylvania, Tennessee and Texas, as well as the
general loss provision for "more likely" opioid-related cases based on these
settlements.
•Explain the factors considered in determining the timing for recognition of these two
opioid loss provisions.
•Quantify for us your range reasonably possible losses related to your opioid exposure,
and explain why you did not disclose such range pursuant to ASC 450-20-50-4.
•Explain the terms, obligations and rights associated with the nationwide settlement
framework and how you expect this arrangement to operate in future periods,
particularly the expected timing for recognition of costs associated with your
provision of up to $23 billion of sublingual tablets and up to $250 million of cash
payments over a ten-year period.
•Describe your expected accounting treatment for each element of this nationwide
settlement framework. Refer us to the applicable authoritative accounting guidance.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ibolya Ignat at (202) 551-3636 or Franklin Wyman at (202) 551-3660
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Exxon Letter

 CONFIDENTIAL

FOR COMMISSION USE ONLY

Teva Pharmaceutical Industries Limited

5 Basel Street

 P.O. Box
3190

 Petach Tikva, 4951033 Israel

April 16, 2018

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Teva Pharmaceutical Industries Limited

 Registration Statement on Form S-4

 File No. 333-224102

Ladies and Gentlemen:

 Reference is made to the
Registration Statement on Form S-4 (File No. 333-224102) (the “Registration Statement”), of Teva Pharmaceutical Industries Limited, an Israeli
corporation, Teva Pharmaceutical Finance Netherlands II B.V., a Dutch private limited liability company and Teva Pharmaceutical Finance Netherlands III B.V., a Dutch private limited liability company (collectively, the
“Registrants”), registering the offer to exchange up to $1,250,000,000 aggregate principal amount of 6.000% Senior Notes due 2024, $1,250,000,000 aggregate principal amount of 6.750% Senior Notes due 2028, €700,000,000
aggregate principal amount of 3.250% Senior Notes due 2022 and €900,000,000 aggregate principal amount of 4.500% Senior Notes due 2025 (collectively with the respective guarantees thereof, the “Exchange Notes”) for like
aggregate principal amounts of 6.000% Senior Notes due 2024, 6.750% Senior Notes due 2028, 3.250% Senior Notes due 2022 and 4.500% Senior Notes due 2025 (collectively with the respective guarantees thereof, the “Outstanding Notes”),
respectively.

 Please be advised that the Registrants are registering the exchange offer in reliance on the position of the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) enunciated in: Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988); Morgan
Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991); and Shearman & Sterling, SEC No-Action Letter (available July 2,
1993). In addition, the Registrants hereby represent that they have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the exchange offer and, to the best of the Registrants’
information and belief, each person participating in the exchange offer will be acquiring the Exchange Notes in its ordinary course of business and will not have any arrangement or understanding with any person to participate in the distribution of
the Exchange Notes to be received in the exchange offer. In this regard, the Registrants will make each person participating in the exchange offer aware, by means of the prospectus relating to the exchange offer (the “Exchange Offer
Prospectus”) and the related letters of transmittal, that if such person is participating in an exchange offer for the purpose of distributing the applicable series of Exchange Notes to be acquired in an exchange offer, such person
(i) cannot rely on the Staff position enunciated in Exxon Capital Holdings Corporation or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act of
1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction by such person participating in an exchange offer for the purpose of
distributing the applicable series of Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K under the
Securities Act.

 The Registrants represent that with respect to any broker-dealer that participates in the exchange offer with respect to
Outstanding Notes acquired for its own account as a result of market-making activities or trading activities each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Registrants or an affiliate of
the Registrants to distribute the Exchange Notes. The Registrants will make each person participating in the exchange offer aware (through the Exchange Offer Prospectus or the related letter of transmittal) that any broker-dealer who holds
Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the exchange offer, may be a statutory underwriter
and, in connection with any resale of such Exchange Notes, must deliver a prospectus meeting the requirements of the Securities Act, which may be the Exchange Offer Prospectus so long as it contains a plan of distribution with respect to such resale
transactions (such plan of distribution need not name the broker-dealer or disclose the amount of Exchange Notes held by the broker-dealer).

 In addition, the Registrants will include in the applicable letter of transmittal to be
executed by an exchange offeree in order to participate in the exchange offer the following additional provisions, in substantially the form set forth below:

•

The exchange offeree does not intend to engage in a distribution of the Exchange Notes.

•

If the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer acknowledges that it will deliver
a prospectus meeting the requirements of the Securities Act, in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the exchange offer.

If you have any further questions or comments or desire further information in respect of the Registration Statement, please do not hesitate
to contact Ross M. Leff of Kirkland & Ellis LLP, counsel to the Registrants, at (212) 446 4947.

Very truly yours,

Teva Pharmaceutical Industries Limited

By:

/s/ Deborah Griffin

Name:

Deborah Griffin

Title:

Senior Vice President and Chief Accounting Officer

Teva Pharmaceutical Finance Netherlands II B.V.

By:

 Teva Pharmaceuticals Europe B.V.,

 its Managing
Director

By:

/s/ David Vrhovec

Name:

David Vrhovec

Title:

Managing Director

By:

/s/ John Nason

Name:

John Nason

Title:

Managing Director

Teva Pharmaceutical Finance Netherlands III B.V.

By:

 Teva Pharmaceuticals Europe B.V.,

 its Managing
Director

By:

/s/ David Vrhovec

Name:

David Vrhovec

Title:

Managing Director

By:

/s/ John Nason

Name:

John Nason

Title:

Managing Director

cc:
Ross M. Leff

 Kirkland & Ellis LLP

CORRESP
1
filename1.htm

Acceleration Letter

 Teva Pharmaceutical Industries Limited

5 Basel Street

 P.O. Box
3190

 Petach Tikva, 4951033 Israel

April 16, 2018

 Via EDGAR Submission

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3561

Re:
Teva Pharmaceutical Industries Limited

 Registration Statement on Form S-4 (File No. 333-224102)

 Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”), Teva Pharmaceutical Industries Limited (the
“Company”), Teva Pharmaceutical Finance Netherlands II B.V. and Teva Pharmaceutical Finance Netherlands III B.V. (collectively, the “Registrants”) hereby request acceleration of the effective date of its
Registration Statement on Form S-4 (SEC File No. 333-224102) (the “Registration Statement”), to 8:00 a.m., Eastern Time, on Thursday, April 19,
2018, or as soon thereafter as possible. The Registrants hereby acknowledge their responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed exchange offer of the securities specified in the
Registration Statement.

 U.S. Securities and Exchange Commission

April 16, 2018

  Page
 2

 Please contact Ross M. Leff of Kirkland & Ellis LLP, special counsel to the Company,
at (212) 446-4947, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

Teva Pharmaceutical Industries Limited

By:

/s/ Deborah Griffin

Name:

Deborah Griffin

Title:

Senior Vice President and Chief Accounting Officer

Teva Pharmaceutical Finance Netherlands II B.V.

By:

 Teva Pharmaceuticals Europe B.V.,

 its Managing
Director

By:

/s/ David Vrhovec

Name:

David Vrhovec

Title:

Managing Director

By:

/s/ John Nason

Name:

John Nason

Title:

Managing Director

Teva Pharmaceutical Finance Netherlands III B.V.

By:

 Teva Pharmaceuticals Europe B.V.,

 its Managing
Director

By:

/s/ David Vrhovec

Name:

David Vrhovec

Title:

Managing Director

By:

/s/ John Nason

Name:

John Nason

Title:

Managing Director

cc:
Ross M. Leff

 Kirkland & Ellis LLP

CORRESP
1
filename1.htm

Acceleration Request

 Teva Pharmaceutical Industries Limited

5 Basel Street

 P.O. Box
3190

 Petach Tikva, 4951033 Israel

April 16, 2018

 Via EDGAR Submission

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549 3628

 Attention: Filing
Desk

Re:
Teva Pharmaceutical Industries Limited

Registration Statement on Form S-3

SEC File No. 333- 222767

 Ladies and
Gentlemen:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended, Teva Pharmaceutical Industries Limited (the
“Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333- 222767), as amended by the Amendment No. 1 filed on
February 16, 2018 and as amended by the Amendment No. 2 filed on March 28, 2018 (together, the “Registration Statement”), to 8:00 a.m. Eastern Time, on Thursday, April 19, 2018 or as soon thereafter as
practicable. The Company hereby acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the
Registration Statement.

 *    *    *    *

 Securities and Exchange Commission

April 16, 2018

  Page
 2

 Please contact Ross M. Leff of Kirkland & Ellis LLP, special counsel to the Company,
at (212) 446-4947, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

Teva Pharmaceutical Industries Limited

By:

/s/ Deborah Griffin

Name:

Deborah Griffin

Title:

Senior Vice President and Chief Accounting Officer

Teva Pharmaceutical Finance IV, LLC

By:

/s/ Deborah Griffin

Name:

Deborah Griffin

Title:

President, Chief Executive Officer and Manager

Teva Pharmaceutical Finance V, LLC

By:

/s/ Deborah Griffin

Name:

Deborah Griffin

Title:

President, Chief Executive Officer and Manager

Teva Pharmaceutical Finance VI, LLC

By:

/s/ Deborah Griffin

Name:

Deborah Griffin

Title:

President, Chief Executive Officer and Manager

 Teva Pharmaceutical Finance Company B.V.

By: Teva Pharmaceutical Finance Netherlands III B.V., its Managing Director

 By: Teva Pharmaceuticals Europe B.V., its
Managing Director

By:

/s/ David Vrhovec

Name:

David Vrhovec

Title:

Managing Director

By:

/s/ John Nason

Name:

John Nason

Title:

Managing Director

 Teva Pharmaceutical Finance IV B.V.

By: Teva Pharmaceutical Finance Netherlands II B.V., its Managing Director

 By: Teva Pharmaceuticals Europe B.V., its
Managing Director

By:

/s/ David Vrhovec

Name:

David Vrhovec

Title:

Managing Director

By:

/s/ John Nason

Name:

John Nason

Title:

Managing Director

 Teva Pharmaceutical Finance V B.V.

By: Teva Pharmaceutical Finance Netherlands IV B.V., its Managing Director

 By: Teva Pharmaceuticals Europe B.V., its
Managing Director

By:

/s/ David Vrhovec

Name:

David Vrhovec

Title:

Managing Director

By:

/s/ John Nason

Name:

John Nason

Title:

Managing Director

Teva Pharmaceutical Finance N.V.

By:

/s/ Iseline Gouverneur

Name:

Iseline Gouverneur

Title:

Managing Director A

By:

/s/ Doron Herman

Name:

Doron Herman

Title:

Managing Director B

 Teva Pharmaceutical Finance Netherlands II B.V.

By: Teva Pharmaceutical Europe B.V., its Managing Director

By:

/s/ David Vrhovec

Name:

David Vrhovec

Title:

Managing Director

By:

/s/ John Nason

Name:

John Nason

Title:

Managing Director

 Teva Pharmaceutical Finance Netherlands III B.V.

By: Teva Pharmaceutical Europe B.V., its Managing Director

By:

/s/ David Vrhovec

Name:

David Vrhovec

Title:

Managing Director

By:

/s/ John Nason

Name:

John Nason

Title:

Managing Director

 Teva Pharmaceutical Finance Netherlands IV B.V.

By: Teva Pharmaceutical Europe B.V., its Managing Director

By:

/s/ David Vrhovec

Name:

David Vrhovec

Title:

Managing Director

By:

/s/ John Nason

Name:

John Nason

Title:

Managing Director

cc:
Ross M. Leff

Kirkland & Ellis LLP

April 9, 2018
Kåre Schultz
Chief Executive Officer
Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tikvah, 4951033, Israel
Re:Teva Pharmaceutical Industries Limited
Registration Statement on Form S-4
Filed April 2, 2018
File No. 333-224102
Dear Mr. Schultz:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Ross M. Leff, Esq.

CORRESP
1
filename1.htm

Response Letter

 Ross M. Leff

To Call Writer Directly:

 (212) 446-4947

 ross.leff@kirkland.com

 601 Lexington Avenue

New York, NY 10022

(212) 446-4800

www.kirkland.com

 Facsimile:

(212) 446-4900

 CONFIDENTIAL

FOR COMMISSION USE ONLY

February 16, 2018

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE, Washington, D.C. 20549

Attention:    Ada Sarmento and Erin Jaskot

Re:
Teva Pharmaceutical Industries Limited

Registration Statement on Form S-3

Filed January 29, 2018

File No. 333-222767

 Dear Ms. Sarmento and
Ms. Jaskot:

 This letter is being furnished on behalf of Teva Pharmaceutical Industries Limited, an Israeli company (the
“Company”), in response to the comments raised in your letter, dated February 9, 2018, from Ada Sarmento and Erin Jaskot of the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) to Deborah Griffin, Senior Vice President and Chief Accounting Officer of the Company, with respect to the Company’s Registration Statement on Form S-3 (File No. 333-222767) (the “Registration Statement”). The responses below correspond to the captions and numbers of those comments (which are reproduced in italics below). The Company’s
responses are as follows:

 Description of Purchase Contracts, page 19

1.
SEC COMMENT: We note your disclosure that you may issue purchase contracts for the purchase or sale of securities that may consist of obligations of third parties, including a basket of such securities, an
index or indices of such securities or any combination of such securities. Please advise us how you anticipate conducting such offerings under the registration and disclosure requirements of the Securities Act. For example, please advise us of the
disclosure you will provide in the applicable prospectus supplement or other offering materials, including, as necessary, any required financial statement and non-financial statement
disclosure about the issuer of such securities. For guidance, please refer to the Morgan Stanley & Co., Inc. no action letter (June 24, 1996) and Securities Act Sections Compliance and Disclosure Interpretation 203.03.

 RESPONSE: The Company acknowledges the Staff’s comment and the Company does not wish to offer any third party
securities underlying purchase contracts. The Company has revised the Registration Statement to remove reference to such third party securities on page 19 of the Registration Statement.

 February 16, 2018

  Page
 2

2.
SEC COMMENT: It is not clear how the purchase contracts you propose to issue should be characterized for purposes of the federal securities laws. For example, the disclosure in the filing indicates that these
contracts may be cash settled. The disclosure in the filing also indicates that these contracts may require you to make periodic payments to the holders of the contracts or for holders of these contracts to make periodic payments to you. Finally,
the disclosure in the filing indicates that these contracts may require the holders of the contracts to secure their obligations in a specified manner. Based on this disclosure it appears that these contracts may have characteristics associated with
forwards, options and securitybased swaps. Please provide us with your legal analysis as to how these contracts should be appropriately characterized under the federal securities laws.

RESPONSE: The Company respectfully notes that because the Registration Statement seeks to register purchase contracts with respect to
the future delivery of “debt or equity securities issued by Teva, a basket of such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus supplement.” under the
Registration Statement, the Company respectfully submits that the purchase contracts are properly characterized as either “investment contracts” as that term is used in Section 2(a)(1) of the Securities Act or “security
forwards” as defined in the Commission’s Release No. 33-9338; 34-67453, and further submits that such purchase contracts should be properly excluded from
the definition of “swap” under Section 1a(47)(B) of the Commodity Exchange Act and from the definition of “security-based swap” under Section 2(a)(17) of the Securities Act, Section 1a(42) of the Commodity Exchange
Act and Section 3(a)(68) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has also revised its disclosure on page 19 of the Registration Statement in response to the Staff’s comment.

3.
 SEC COMMENT: We note that the purchase contracts also may involve
currencies and commodities. It appears that such purchase contracts may be characterized as swaps or another financial instrument subject to regulation under the Commodity Exchange Act.

 February 16, 2018

  Page
 3

Please provide us with your legal analysis as to the appropriate characterization of such purchase contracts under the Commodity Exchange Act.

RESPONSE: The Company acknowledges the Staff’s comment and confirms that it does not wish to issue purchase contracts for the
purchase or sale of currencies or commodities. Accordingly, the Company has revised its disclosure on page 19 of the Registration Statement in response to the Staff’s comment to remove references to contracts for the purchase or sale of
currencies or commodities.

 Description of Units, page 19

4.
SEC COMMENT: We note your disclosure that you may issue units consisting, in part, of equity securities. Please revise your fee table to cover the registration of these equity securities, list them on the
prospectus cover page, provide a description of these securities in the prospectus (unless capital stock is to be registered and securities of the same class are registered pursuant to Section 12 of the Exchange Act) and revise
the legal opinion accordingly.

 RESPONSE: In response to the Staff’s comment, the Company respectfully
submits that any equity securities to be issued as part of a unit will be separately registered or issued pursuant to an exemption in compliance with the registration requirements of the Securities Act. Further, the equity securities, if any,
comprising in part the units that may be issued consists of ordinary shares of the Company, which are registered pursuant to Section 12 of the Exchange Act. Footnote (6) to the fee table has been revised accordingly.

 February 16, 2018

  Page
 4

 If you have any questions or comments regarding the foregoing, please do not hesitate to
contact the undersigned, special counsel to the Company, at (212) 446-4947.

 Sincerely,

 /s/ Ross M. Leff

 Ross M. Leff

 cc: Ms. Deborah Griffin, Senior Vice President and Chief Accounting Officer, Teva Pharmaceutical Industries Limited

February 9, 2018
Deborah Griffin
Senior Vice President and Chief Accounting Officer
Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tikvah, 4951033, Israel
Re:Teva Pharmaceutical Industries Limited
Registration Statement on Form S-3
Filed January 29, 2018
File No. 333-222767
Dear Ms. Griffin:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Description of Purchase Contracts, page 19
1.We note your disclosure that you may issue purchase contracts for the purchase or sale of
securities that may consist of obligations of third parties, including a basket of such
securities, an index or indices of such securities or any combination of such securities.
Please advise us how you anticipate conducting such offerings under the registration and
disclosure requirements of the Securities Act. For example, please advise us of the
disclosure you will provide in the applicable prospectus supplement or other offering
materials, including, as necessary, any required financial statement and non-financial

 FirstName LastNameDeborah Griffin
 Comapany NameTeva Pharmaceutical Industries Limited
 June 16, 2017 Page 2
 FirstName LastName
Deborah Griffin
Teva Pharmaceutical Industries Limited
February 9, 2018
Page 2
statement disclosure about the issuer of such securities. For guidance, please refer to the
Morgan Stanley & Co., Inc. no action letter (June 24, 1996) and Securities Act Sections
Compliance and Disclosure Interpretation 203.03.
2.It is not clear how the purchase contracts you propose to issue should be characterized for
purposes of the federal securities laws. For example, the disclosure in the filing indicates
that these contracts may be cash settled. The disclosure in the filing also indicates that
these contracts may require you to make periodic payments to the holders of the contracts
or for holders of these contracts to make periodic payments to you. Finally, the disclosure
in the filing indicates that these contracts may require the holders of the contracts to
secure their obligations in a specified manner. Based on this disclosure it appears that
these contracts may have characteristics associated with forwards, options and security-
based swaps. Please provide us with your legal analysis as to how these contracts should
be appropriately characterized under the federal securities laws.
3.We note that the purchase contracts also may involve currencies and commodities.  It
appears that such purchase contracts may be characterized as swaps or another financial
instrument subject to regulation under the Commodity Exchange Act.  Please provide us
with your legal analysis as to the appropriate characterization of such purchase contracts
under the Commodity Exchange Act.
Description of Units, page 19
4.We note your disclosure that you may issue units consisting, in part, of equity securities.
Please revise your fee table to cover the registration of these equity securities, list them
on the prospectus cover page, provide a description of these securities in the prospectus
(unless capital stock is to be registered and securities of the same class are registered
pursuant to Section 12 of the Exchange Act) and revise the legal opinion accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ada Sarmento at 202-551-3798 or Erin Jaskot at 202-551-3442 with any
other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Ross M. Leff - Kirkland &Ellis LLP

Mail Stop 4546

August 15 , 2017

Mr. Michael McClellan
Interim Chief Financial Officer
Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tivka 4951033 Israel

Re: Teva Pharmaceutical Industries Limited
 Form 20-F for Fiscal Year E nded December 31, 2016
            Filed February 15, 2017
File No. 001 -16174

Dear Mr. McClellan :

We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/ Angela M. Connell

Angela M. Connell
Accounting Branch Chief
Office of Healthcare and Insurance

CORRESP
1
filename1.htm

CORRESP

 Ross M. Leff

To Call Writer Directly:
(212) 446-4947

ross.leff@kirkland.com

 601 Lexington Avenue

New York, NY 10022

 (212)
446-4800

 www.kirkland.com

Facsimile:
(212) 446-4900

 July 14, 2017

VIA EDGAR

 Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Attention: Jim B. Rosenberg

Re:
Teva Pharmaceutical Industries Limited

 Form 20-F for the Fiscal Year Ended
December 31, 2016

 Filed February 15, 2017

File No. 001-16174

 Dear
Mr. Rosenberg:

 On behalf of our client, Teva Pharmaceutical Industries Limited (“Teva”), set forth below is
Teva’s response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated July 3, 2017 to Mr. Michael McClellan, Teva’s Interim Chief Financial
Officer. For your convenience, we have set forth below the Staff’s comments in italics, followed by Teva’s responses thereto.

Item 5: Operating and Financial Review and Prospects

Teva Consolidated Results

 Impact of Currency
Fluctuations on Results of Operations—Venezuela, page 79

1.
You disclose that as of December 31, 2016, your net monetary balance sheet items in Venezuela amounted to ($2 million). We further note from your Form 6-K filed on May 11, 2017 that your net monetary
balance sheet items totaled ($8 million) as of March 31, 2017. Please quantify for us the individual monetary assets and liabilities attributable to your Venezuelan business as of December 31, 2016 and March 31, 2017.

 Beijing     Boston     Chicago     Hong Kong
    Houston     London     Los Angeles     Munich     Palo Alto     San Francisco     Shanghai
    Washington, D.C.

 Mr. Jim B. Rosenberg

Securities and Exchange Commission

 July 14, 2017

 Page
 2

 The following table represents the quantification of the individual monetary assets and
liabilities attributable to our Venezuelan business as of December 31, 2016 and March 31, 2017:

Balances as of

December 31,
2016

March 31,
2017

(in millions bolivars)

 Cash and cash equivalents

7,033

8,826

 Trade Receivables

3,192

3,977

 Inventories*

2,657

7,202

 Prepaid expenses

208

349

 Other current assets

486

518

 Deferred income taxes**

5,483

8,286

 Other Non-Current Assets

30

30

 Sales reserves and allowances

(6
)

(11
)

 Trade payables

(10,698
)

(20,280
)

 Employee related obligations

(363
)

(609
)

 Accrued expenses

(803
)

(1,866
)

 Other current liabilities

(4,437
)

(2,773
)

 Other taxes and long term payables

(3,276
)

(6,722
)

 Net monetary balance sheet items in bolivars***

(493
)

(3,073
)

 Conversion to U.S. dollars

 Exchange rate used

273

380

 Net monetary balance sheet items in U.S. dollars, in millions

(2
)

(8
)

*
Inventory was included in the table although it is not a pure monetary asset as it was adjusted to reflect its U.S. dollar fair market value; the devaluation impact was expensed in the cost of goods sold.

**
Deferred income taxes were included in the monetary assets due to the fact that realization will be done using the new exchange rate.

***
Numbers in column may not sum due to rounding.

2.
We note that you devalued your Venezuelan net monetary assets in March 2016 upon the change to the DIPRO exchange rate and then again in December 2016 upon the change to a blended exchange rate. We further note that
the blended exchange rate was determined based on a weighted average of the DIPRO and DICOM exchange rates affecting your transactions. Please address the following:

•

Explain to us how you determined that the use of a blended exchange rate, rather than a complete change to the DICOM exchange rate, was appropriate.

 Mr. Jim B. Rosenberg

Securities and Exchange Commission

 July 14, 2017

 Page
 3

 Teva is engaged in the importation, manufacture and distribution of medicines in the
Venezuelan market, and therefore is entitled to use the official preferential DIPRO (“DIPRO”) rate to purchase raw materials from outside of Venezuela. Such transactions require government approval to purchase U.S. dollars at the
DIPRO rate of 10 bolivars per dollar.

 Historically, the only exchange rate used by Teva to convert bolivars into U.S. dollars has been
the preferential rate, DIPRO, or its comparable predecessor rates. Through March 31, 2017, Teva had not exchanged bolivars into U.S. dollars using the DICOM rate.

Teva closely monitors the Venezuelan economy and certain business indicators. Teva observed a continuing deterioration in the Venezuelan
economy during 2016. See economic indicators in Appendices 2 and 3. In addition, Teva observed a decrease in the amounts approved by the government for conversion by Teva using the DIPRO rate. See Appendix 1.

At the end of November 2016, a sharp deterioration in the parallel exchange rate, as can be seen in Appendix 2, as well as the changes to the
currency denomination, as described in Appendix 5, led Teva’s management to reassess its approach to determine the conversion rate used in the preparation of the consolidated financial results.

The significant cash balances in bolivars, as can be seen in Appendix 4, along with the deteriorating economy, led management to conclude that
the preferential rate is no longer reflective of the rate available to convert funds in Venezuela. Teva’s management concluded that it will be able to convert only a certain amount of bolivars using the DIPRO rate through the governmental
approval process and the rest should be translated to U.S. dollars for reporting purposes using the official DICOM rate. The formula used reflects this conclusion and calculates a weighted average rate based on actual cash on hand and actual
conversions in the last four quarters at the DIPRO rate. Based on Teva’s experience, accumulated approved conversions over the last four quarters were the closest approximation for the expected approvals trend.

Teva’s management believes that determining its conversion rate utilizing the blended rate methodology is a reasonable approach, which
takes into consideration the effect of the deteriorating DICOM rate as well as Teva’s ability to convert certain amounts of bolivars at the DIPRO rate.

As can be seen in the detailed formula below, the decrease of government approvals received increases the effect of the DICOM rate on the
resulting blended rate. Along with the decision to adopt a blended rate, management decided to re-determine the blended rate on a quarterly basis, given the rapid deterioration of the economic and political conditions.

 Mr. Jim B. Rosenberg

Securities and Exchange Commission

 July 14, 2017

 Page
 4

 For operational reasons, the timing of re-determination of the blended rate was scheduled to
be on the first day of the second month of each quarter while monitoring the subsequent period remaining in the quarter for major deviations. The impact of the timing difference between quarter end and timing decided upon is considered to be
immaterial.

 Teva advises the Staff that had Teva completely changed to the DICOM exchange rate, this would have resulted in an additional
approximately $15 million foreign exchange loss, which is considered immaterial.

•

Explain how you determined the appropriate weighting of the DIPRO and DICOM exchange rates to apply to your Venezuelan transactions.

As mentioned above, Teva’s management selected a methodology that would reflect both the effect of the deteriorating DICOM rate as well
as actual amounts of bolivars converted by Teva at the 10 bolivars per U.S. dollar DIPRO rate in the last four quarters.

 The blended
exchange rate is calculated using the following formula:

 Cash balance as of the end of the period (in bolivars) +

Cash converted by the government during the period (in bolivars)

 Cash balance as of the end of the period (in U.S. dollars, using the DICOM rate) +

bolivars converted by the government during the period (in U.S. dollars, using the DIPRO rate)

 Blended exchange rate calculation as of December 1, 2016:

bolivars in
000s*

U.S.
dollars in
000s

 Cash as of November 30, 2016

A

5,249,502

 bolivars converted to U.S. dollars during 2016**

B

118,496

 Total bolivars

C

5,367,998

A+B

 Cash as of November 30, 2016

A

5,249,502

 DICOM rate as of November 30, 2016

D

672.27

E

7,809

A/D

 Mr. Jim B. Rosenberg

Securities and Exchange Commission

 July 14, 2017

 Page
 5

 bolivars converted to U.S. dollars during 2016

B

118,496

 DIPRO rate as of November 30, 2016

F

10

G

11,850

B/F

 Total U.S. dollars (may not sum due to rounding)

H

19,658

 Blended rate calculation:

 Total bolivars

C

5,367,998

 Total U.S. dollars

H

19,658

 Blended rate as of December 1, 2016

273

C/H

*
excluding exchange rates.

**
bolivars converted to U.S. dollars used to calculate the December 1, 2016 rate include approvals received from April 2016 through December 2016. Amounts converted during the first quarter of 2016 are not included
in this formula because they were approved during the fourth quarter of 2015.

 Blended exchange rate calculation as of February 1, 2017:

bolivars in
000s*

U.S. dollars
in 000s

 Cash as of January 31, 2017

A

9,620,702

 bolivars converted to U.S. dollars in the last four quarters

B

118,496

 Total bolivars

C

9,739,198

A+B

 Cash as of January 31, 2017

A

9,620,702

 DICOM rate as of January 31, 2017**

D

700

E

13,744

A/D

 bolivars converted to U.S. dollars in the last four quarters

B

118,496

 DIPRO rate as of January 31, 2017

F

10

G

11,850

B/F

 Total U.S. dollars (may not sum due to rounding)

H

25,593

 Blended rate calculation:

 Total bolivars

C

9,739,198

 Total U.S. dollars

H

25,593

 Blended rate as of February 1, 2016

380

C/H

*
excluding exchange rates.

**
estimated rate, difference is believed to be immaterial.

 Mr. Jim B. Rosenberg

Securities and Exchange Commission

 July 14, 2017

 Page
 6

•

Explain your reasons for further updating the exchange rate used to report your Venezuelan operations in February 2017.

The deterioration in Venezuela’s economy has occurred, and we expect may continue to occur, rapidly. Teva’s management believes that
inflation and actual approvals at the DIPRO rate should be monitored and appropriately reflected on a quarterly basis in order to avoid misrepresentation of the financial results. As noted above, with the adoption of a blended rate methodology for
Venezuela, Teva’s management decided that it should be monitored and updated quarterly. In addition, for operational reasons, the timing of reassessment was determined to be in the second month of each quarter.

If you have any questions related to this letter, please contact me at (212) 446-4947.

Sincerely,

/s/ Ross M. Leff

Ross M. Leff, Esq.

cc:
Frank Wyman (SEC) (Via EDGAR)

 Angela Connell (SEC) (Via EDGAR)

Michael McClellan (Teva) (Via Email)

 Appendix – Economic Indicators

1.
Teva’s U.S. dollar approvals received:

Approvals Received
(U.S. dollars in 000s)

Accumulated four quarters
(U.S. dollars in 000s)*

 Q1-17

—

11,850

 Q4-16

2,809

13,755

 Q3-16

2,818

14,232

 Q2-16

6,223

16,913

 Q1-16

1,906

19,863

 Q4-15

3,286

23,570

 Q3-15

5,499

23,572

 Q2-15

9,173

28,755

 Q1-15

5,612

34,096

 Q4-14

3,288

32,164

 Q3-14

10,681

32,719

 Q2-14

14,514

26,486

 Q1-14

3,680

23,360

 Q4-13

3,842

 Q3-13

4,449

 Q2-13

11,389

*
see also graph below (accumulated four quarters):

 A-1

2.
Rapid decline of the parallel exchange rate between October 2016 (~1,500 VEF/USD) and November 2016 (~4,500VEF/USD) – 200% decline

 https://www.venezuelaecon.com/

3.
Minimum wage increase reflective of inflation – Over 100% increase from early 2016 to November 2016

 https://tradingeconomics.com/venezuela/minimum-wages

 A-2

4.
Cash balances by quarter

(in million bolivars)

For the quarter ended:

 March 31, 2017

8,826

 December 31, 2016

7,033

 September 30, 2016

5,321

 June 30, 2016

4,824

 March 31, 2016

4,076

 December 31, 2015

2,590

 September 30, 2015

2,489

 June 30, 2015

2,187

 March 31, 2015

1,992

 December 31, 2014

1,614

 September 30, 2014

1,660

 June 30, 2014

1,411

 March 31, 2014

1,264

 December 31, 2013

913

 September 30, 2013

965

 June 30, 2013

798

5.
Changes to the currency denomination:

 In response to rapid inflation, in December 2016, the
Venezuelan government announced changes to the currency denomination including elimination of the 100 bolivar bill and creation of larger bills. The effective date was announced as December 11, 2016. The new bills (500, 5,000 and 20,000 bills)
were eventually released in January 2017. This delay, combined with the elimination of the 100 bolivar bill, has caused further strain and unrest in the already struggling economy.

See Venezuela cash crisis worsens as new bills fail to arrive (cnn.com):

http://money.cnn.com/2016/12/15/news/economy/venezuela-new-bills-delayed/index.html

 A-3

Mail Stop 4546

July 3, 2017

Mr. Michael McClellan
Interim Chief Financial Officer
Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tivka 4951033 Israel

Re: Teva Pharmaceutical Industries Limited
 Form 20-F for the Fiscal Year Ended December 31, 2016
Filed February 15 , 2017
File No. 001 -16174

Dear Mr. McClellan :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe a
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 5: Operating and Financial Review and Prospects
Teva Consolidated Results
Impact of Currency Fluctuations on Results of Operations - Venezuela, page 79
1. You disclose that as of December 31, 2016 , your net monetary balance sheet items in
Venez uela amounted to ($2 million). We further note from your  Form 6 -K filed on May
11, 2017  that your net monetary balance sheet items totaled ($8 million) as of March 31,
2017.  Please quantify for us the individ ual monetary assets and liabilities attributable to
your Venezuelan business as of  December 31, 2016 and March 31, 2017.

Mr. Michael McClellan
Teva Pharmaceutical Industries Limited
July 3, 2017
Page 2

 2. We note that you devalued your Venezuelan net monetary assets in March 2016 upon the
change to the DIPRO exchange rate and then again in December 2016 upon the change to
a blended exchange rate.  We further note that the blended exchange rate was determined
based on a weighted average of the DIPRO and DICOM exchange rates affecting your
transactions. Please address the following:
 Explain  to us how you determined that the use of a blended exchange rate, rather
than a complete change to the DICOM exchange rate, was appropriate.
 Explain how you determined the appropriate weighting of the DIPRO and
DICOM exchange rates to apply to your Venezu elan transactions.
 Explain your reasons for further updating the exchange rate used to report your
Venezuelan operations in February 2017.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosur es, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Frank Wyman, Senior Staff Accountant , at (202) 551 -3660 , or Angela
Connell, Accounting Branch Chief at (202) 551-3426,  with any questions. In this regard , do not
hesitate to contact  me at  (202) 551 -3679 .

Sincerely,

 /s/ Jim B. Rosenberg

 Jim B. Rosenberg
Senior Assistant Chief Accountant
Office of Healthcare and Insurance

July 7, 2014

Via E-mail
Mr. Eyal Desheh
Executive Vice President and Chief Financial Officer
Teva Pharmaceutical Industries Ltd.
5 Basel Street
P.O. Box 3190
Petach Tivka  4951033 Israel

Re: Teva Pharmaceutical Industries Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2013
Filed February 10, 2014
File No . 001-16174

Dear Mr. Desheh :

We have completed our review of your filing.  We remind you that our comment or
changes to disclo sure in response to our comment  do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert the staff
comment  as a defense in any proceeding initiated by the Commission or  any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act o f 1934 and all applicable rules require.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey Riedler
Assistant Director

CORRESP
1
filename1.htm

VIA EDGAR

June 18, 2014

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Jim B. Rosenberg, Senior Assistant Chief Accountant

          Division of Corporation Finance

Re:

Teva Pharmaceutical Industries Limited (“Teva”)

 Form 20-F for the Fiscal Year Ended December 31, 2013

Filed February 10, 2014

File No. 001-16174

 Dear Mr. Rosenberg:

I refer to your letter to me dated June 10, 2014, containing the comment of the Staff of the Securities and Exchange Commission (“SEC”) relating to Teva’s Form 20-F for the Fiscal Year Ended December 31, 2013, and our response thereto, sent on our behalf concurrently with this letter.   In connection with such response to the Staff’s comment, on behalf of Teva, I acknowledge that:

·

Teva is responsible for the adequacy and accuracy of the disclosure in its filings with the SEC;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and

·

Teva may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Very truly yours,

/s/ Eyal Desheh

Eyal Desheh

 Chief Financial Officer

cc:

Mary Mast (SEC)

Christine Torney (SEC)

Richard S. Egosi (Teva)

Jeffrey S. Hochman (Willkie Farr)

CORRESP
1
filename1.htm

787 Seventh Avenue

New York, NY 10019-6099

Tel:  212 728 8000

 Fax: 212 728 8111

VIA EDGAR

June 18, 2014

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Jim B. Rosenberg, Senior Assistant Chief Accountant

          Division of Corporation Finance

Re:

Teva Pharmaceutical Industries Limited

Form 20-F for the Fiscal Year Ended December 31, 2013 (the “2013 Form 20-F”)

Filed February 10, 2014

File No. 001-16174

Dear Mr. Rosenberg:

On behalf of Teva Pharmaceutical Industries Limited (“Teva”), set forth below is Teva’s response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated June 10, 2014 to Mr. Eyal Desheh, Teva’s Chief Financial Officer.  For your convenience, we have set forth below the Staff’s comment in italics, followed by Teva’s response thereto.   Submitted concurrently with this response is a separate letter containing Teva’s “Tandy acknowledgment.”

Principal Accountant Fees and Services, page 133

1.

You disclose that you paid fees to your auditors for general guidance on accounting issues. Please tell us the nature of the guidance you received and why you do not believe the services constituted a prohibited service under Rule 2-01(c)(4)(i) of Regulation S-X.

As noted in this comment, Teva’s 2013 Form 20-F refers to fees paid to Teva’s auditors for “general guidance related to accounting issues.”  To clarify, these services for “general guidance” involved providing non-customized training to certain Teva accounting staff located at a particular foreign subsidiary on general accounting standards, which did not involve any Teva accounting records or other matters subject to audit procedures.  Specifically, this training on general matters did not involve any specific transactions and/or how to account for them, or other bookkeeping or other services specifically related to Teva’s accounting records or financial statements, including any of the prohibited items specified in Rule 2-01(c)(4)(i) of Regulation S-X (i.e., maintaining or preparing Teva’s accounting records, preparing Teva’s financial statements (or financial statements that form the basis of Teva’s financial statements) or preparing the source data for such financial

Mr. Jim B. Rosenberg

Securities and Exchange Commission

 June 18, 2014

Page 2

statements).  As such, these services, which were pre-approved by Teva’s independent audit committee, did not constitute a prohibited service under Rule 2-01(c)(4)(i) of Regulation S-X.

To better describe the services provided, in lieu of the reference to “general guidance related to accounting issues,” we will refer instead to “training regarding general financial reporting developments,” thereby clarifying that the training related to general matters, not specific items in Teva’s financial statements.  In addition, the sequence of the items described under “all other fees” will be revised, with these fees related to general training (which were inconsequential and the smallest item in any case) moved to the end of the sentence.  This clarification has already been reflected in Teva’s proxy statement for its upcoming annual shareholders meeting, submitted on Form 6-K earlier today, and will be similarly reflected in Teva’s 2014 Form 20-F next year.

Should any member of the Staff have any questions or comments concerning this letter, please do not hesitate to call me at (212) 728-8592.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:

Mary Mast (SEC)

Christine Torney (SEC)

Eyal Desheh (Teva)

Richard S. Egosi (Teva)

June 10, 2014

Via E-mail
Mr. Eyal Desheh
Execu tive Vice President and Chief Financial Officer
Teva Pharmaceutical Industries Ltd.
5 Base l Street
P.O. Box 3190
Petach Tivka 4951033 Israel

Re: Teva  Pharmaceutical  Industries Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2013
Filed February 10, 2014
File No . 001-16174

Dear M r. Desheh :

We have reviewed your filing and have the following comment.  In our comment, we ask
you to  provide us with information so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
information or by advising  us when you will provide the requested response.  If you do not
believe the comment applies to your facts and circumstances, please tell us why in your
response.  Please furnish us a letter on EDGAR under the form type label CORRESP that keys
your response  to our comment.

After reviewing the information pr ovided, we may have additional comments and/or
request that you amend your filing.

Principal Accountant Fees and Services, page 133

1. You disclose that you paid fees to your auditors for general guidance on a ccounting issues.
Please tell us the nature of the guidance you received and why you do not believe the
services constituted a prohibited service under Rule 2 -01(c)(4)(i)  of Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing  include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating  to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment, please provide  a written statement from the company
acknowledging that:

 the company is responsible for th e adequacy and accuracy of the disclosure in the filing;

Mr. Eyal Desheh
Teva Pharmaceutical Industries, Ltd.
June 10, 2014
Page 2

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Christine Torney , Staff Accountant, at (202) 551 -3652 or  Mary Mast ,
Senior Staff Accountant , at (202) 551 -3613 if you have questions regarding the comment .  In this
regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

/s/ Jim B.  Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

 [Kirkland letterhead]

February 4, 2014

 VIA EDGAR AND OVERNIGHT
DELIVERY

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Mr. Geoff Kruczek

Re:
NuPathe, Inc.

Schedule TO-T filed by Train Merger Sub, Inc. and

Teva Pharmaceutical Industries Ltd.

Filed January 23, 2014

File No. 005-85616

 Dear Mr. Kruczek,

On behalf of our clients, Train Merger Sub, Inc. (“Purchaser”) and Teva Pharmaceutical Industries Ltd. (“Teva” and
together with Purchaser, the “Filing Persons”), we are submitting this letter in response to the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) in a letter
dated January 31, 2014 (the “Comment Letter”), with respect to the Schedule TO-T filed with the Commission by the Filing Persons on January 23, 2014 (the “Schedule TO”), relating to Purchaser’s tender offer for all
of the outstanding shares of common stock of NuPathe, Inc. (the “Company”).

 The text of the Staff’s comments has been
included in this letter for your convenience and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Filing Persons’ response to each of the numbered
comments immediately below each numbered comment.

 In addition, the Filing Persons are filing Amendment No. 1 (the “Amended
Schedule TO”) to the Schedule TO. The Amended Schedule TO revises the Schedule TO to reflect the Filing Persons’ responses to the comments from the Staff and to incorporate certain other updating and conforming changes. We have enclosed a
courtesy package, which includes four copies of the Amended Schedule TO.

 Schedule TO

1.
We note the reservation of the right to transfer or assign the right to purchase shares tendered in this offer, as disclosed on page 3 in Exhibit (a)(1)(B). Please confirm your understanding that any entity to which
the bidders assign the right to purchase shares in the offer must be included as a bidder in the offer. Including additional bidders may require the bidders to disseminate additional offer materials and to extend the term of the offer.

 Response: We confirm the Filing Persons’ understanding that any entity to which the bidders assign the right
to purchase shares in the offer must be included as a bidder in the offer.

 United States Securities and Exchange Commission

Division of Corporation Finance

  Page
 2

2.
In future filings, including any amendments, please use the current cover page of Schedule TO.

Response: We have included the current cover page of Schedule TO in the Amended Schedule TO.

Item 12, Exhibits, page 4

3.
Please ensure your exhibit list is correct in all material respects. For example, you indicate that Exhibit (a)(1)(F) was filed with this Schedule TO, yet no such exhibit was included. Also, you indicate that Exhibit
(d)(2) is incorporated by reference to Exhibit (e)(4) to NuPathe’s Schedule 14D-9; however, that agreement appears to have been actually filed as Exhibit (e)(3).

Response: We have included in the Amended Schedule TO a revised exhibit list and confirmed that this exhibit list is correct in all
material respects.

 Offer to Purchase

How will my outstanding options, equity awards… ?, page 9

4.
Please revise to clarify the reasons for treating the warrants in the manner you disclose. For example, explain why the warrants will be assumed in the merger and remain outstanding until exercised, while options
will be cancelled in exchange for cash. Does this structure enable warrant holders to benefit in any material way?

Response: The Company’s warrants do not provide for automatic cancellation and “net consideration” settlement in the
event of a change of control transaction such as the Offer and Merger. In contrast, the terms of the stock options and the 2010 Omnibus Incentive Compensation permit the options to be cancelled in exchange for “net
consideration.” We have revised the Schedule TO on page 9 to explain that the warrants are being assumed by the Surviving Corporation as a consequence of the Merger as this is what the Company’s warrants, by their terms,
require. The only difference between the treatment of the warrants and stock options in the Offer and Merger is with respect to timing of payment which depends on when the warrants are exercised; there is no economic difference between the
treatment of the warrants and stock options in the Offer and Merger.

 United States Securities and Exchange Commission

Division of Corporation Finance

  Page
 3

 Will I have the right to have my shares appraised?, page 11

5.
Your disclosure may not be qualified by reference to statutes, as you do in the last sentence of this section. You must provide the disclosure to security holders in the offer document. Please revise accordingly.

 Response: In response to the Staff’s comment, we have revised our disclosure on page 11 of the Schedule TO.

 Certain Material United States Income Tax Consequences…, page 22

6.
Please disclose all material income tax consequences, not just “certain” ones, as the heading suggests.

Response: In response to the Staff’s comment, we have revised the heading on page 22 of the Schedule TO to remove the word
“certain”, which removes the implication that the disclosure under the heading does not disclose all material income tax consequences.

Background of the Offer, page 32

7.
Please disclose the reasons Teva’s board concluded that it would not support an acquisition of NuPathe, as it communicated on May 1, 2013. Please also revise to disclose what factors led the board to then
determine it wanted to acquire NuPathe. It is unclear from your disclosure what happened from May 1, 2013 to January 6, 2014 that caused Teva’s board to change its position.

Response: As discussed with the Staff, we will not be updating our disclosure for this comment as there is no relevant information to
include in response to the Staff’s comment (i.e., there were no material events or circumstances that have not been disclosed that led Teva’s board to change its position with respect to an acquisition of NuPathe).

Certain Projected Financial Information of NuPathe, page 35

8.
It appears that the forecast included in your document is non-GAAP. Please revise to include the disclosures required by Rule 100 of Regulation G.

Response: In response to the Staff’s comment, we have amended the disclosure on page 32.4 of the Schedule TO to include a GAAP
reconciliation.

9.
We note from the last paragraph of this section that you have included only a “summary of the projections” provided to Teva. Please revise to include the full projections.

Response: In response to the Staff’s comment, we have replaced the words “summarized” and “summary” with the
words “described” and “description”, respectively, in the final paragraph of the description of the projected financial information on page 33 of the Schedule TO to remove the implication that the description of the projections
is only a summary.

 United States Securities and Exchange Commission

Division of Corporation Finance

  Page
 4

 Treatment of Warrants, page 36

10.
The first sentence appears to repeat itself. Please revise.

 Response: We have
revised the first sentence in the Schedule TO on page 36 to remove the repetitive language.

 Representations and Warranties of Teva and Purchaser,
page 37

11.
Investors are entitled to rely on your disclosure regarding the merger agreement. Please revise the third paragraph to eliminate any implication to the contrary.

Response: In response to your comment, we have revised the disclosure on page 37 of the Schedule TO.

Contingent Cash Consideration Agreement, page 45

12.
To the extent available, please update your disclosure relating to entering into the agreement.

Response: We have not updated our disclosure relating to entering into the Contingent Cash Consideration Agreement because no update is
available. We note for the Staff that the Filing Persons expect to enter into the Contingent Cash Consideration Agreement at the closing of the tender offer.

13.
Refer to the disclaimer at the end of the second paragraph. Please confirm that you have included all material information regarding the agreement in the offer document provided to security holders. Alternatively,
revise your disclosure to include all such material information.

 Response: We confirm that the Filing Persons
have included all material information regarding the agreement in the offer document provided to security holders.

 Conditions to the Offer, page 48

14.
Refer to condition (i). Please revise the last clause to make a definitive statement as to whether the dilutive effect of any company warrants will or will not be accounted for in determining whether the minimum
tender condition is satisfied. As presently disclosed, the condition is not objectively verifiable.

 Response: In
response to the Staff’s comment, we have revised the disclosure on various pages of the Schedule TO to make a definitive statement to the effect that the dilutive effect of company warrants which are unexercised as of the closing of the tender
offer will not be accounted for in determining whether the minimum tender condition is satisfied.

 United States Securities and Exchange Commission

Division of Corporation Finance

  Page
 5

15.
Please define the term “Company Material Adverse Effect.” We note that the definition appearing on page 36.1 is limited to the merger agreement.

Response: In response to the Staff’s comment, we have indicated that the term Company Material Adverse Effect on page 48 of the
Schedule TO has the meaning set forth in the merger agreement, which is defined on page 36.1 of the Schedule TO.

16.
We note the last two sentences of this section. Note that when a condition is triggered and you decide to proceed with the offer anyway, we believe that this constitutes a waiver of the triggered condition(s).
Depending on the materiality of the waived condition, not the “materiality of the failure to exercise any of the foregoing,” and the number of days remaining in the offer, you may be required to extend the offer and recirculate new
disclosure to option holders. You may not, as this language implies, simply fail to assert a triggered offer condition and thus effectively waive it without officially doing so. Please confirm your understanding.

Response: We confirm the understanding of the Filing Persons with respect to the matters discussed in the Staff’s comment number
16.

 *    *    *    *

In connection with responding to the Staff’s comments, each filing person acknowledges that:

•

the filing person is responsible for the adequacy and accuracy of the disclosure in the filings;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

the filing person may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact
Jeffrey Symons at (212) 446-4825 or David Feirstein at (212) 446-4861, each of Kirkland & Ellis LLP.

Sincerely,

 /s/ Jeffrey Symons

Jeffrey Symons

Cc:
David Fox, Esq.

 David Feirstein, Esq.

June 13, 2013

Via E -mail

Mr. Eyal Desheh
Chief Financial Officer
Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tikva 49131, Israel

Re:  Teva Pharmaceuticals Industries Limited
Form 20-F for the Fiscal Year Ended December 31, 2012
Filed February 12 , 201 3
  File No.  001-16174

Dear Mr. Desheh :

We have completed our review of your filing .  We remind you that our comments or
chan ges to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or an y person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include s the
information the Securities Exchange A ct of 1934 and all applicable rules require.

Sincerely,

 /s/ Joel Parker

Joel Parker
Accounting Branch Chief

CORRESP
1
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    t9583083.htm

787 Seventh Avenue

New York, NY 10019-6099

Tel:  212 728 8000

Fax: 212 728 8111

VIA EDGAR

May 28, 2013

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Jim B. Rosenberg, Senior Assistant Chief Accountant

Division of Corporation Finance

Re:

Teva Pharmaceutical Industries Limited

Form 20-F for the Fiscal Year Ended December 31, 2012

Filed February 12, 2013

File No. 001-16174

Dear Mr. Rosenberg:

On behalf of Teva Pharmaceutical Industries Limited (“Teva”), set forth below is Teva’s response to the additional comment provided orally to me by Ms. Dana Hartz of the staff (the “Staff”) of the Securities and Exchange Commission on May 14, 2013. For your convenience, we have set forth below the Staff’s comment in italics, followed by Teva’s response thereto.

Notes to Consolidated Financial Statements

Note 15.d Securitization, page F-51

1.

Your response states “As of December 31, 2013 and 2012, the balance of Teva's securitized assets sold amounted to $xxx million and $535 million, respectively.”  Confirm to us in revised disclosure that the proceeds from new transfers during 2011 and 2012 were $558 million and $535 million, respectively, as cash flows from proceeds for each income statement presented is the disclosure required by ASC 860-20-50-3D-1.

To better clarify our disclosure, in lieu of above-cited sentence proposed in our previous response letter, Teva would include the following table at the end of the enhanced disclosure regarding its securitization program it proposed in its previous response letter to include in the financial statements in its Form 20-F for the

New York    Washington    Paris    London    Milan    Rome    Frankfurt    Brussels

in alliance with Dickson Minto W.S., London and Edinburgh

Mr. Jim B. Rosenberg

Securities and Exchange Commission

May 28, 2013

Page 2

fiscal year ending December 31, 2013:

As of and for the year ended December 31,

2013

2012

(U.S. $ in millions)

Sold receivables at the beginning of the year

$          535

$           435

Proceeds from sale of receivables

XXX

3,491

Cash collections (remitted to the owner of the receivables)

(XXX)

(3,393)

Effect of currency exchange rate changes

XXX

2

Sold receivables at the end of the year

$        XXX

$           535

In response to the Staff’s question, we note that, as of December 31, 2012 and 2011, the net balance outstanding on Teva's securitized assets sold amounted to $535 million and $435 million, respectively.  The disclosure in note 15d to the financial statements included in Teva’s 2011 Form 20-F was in respect of the gross balance outstanding of $558 million, which, after deduction of amounts withheld from the proceeds received on the sold receivables, amounted to $435 million net.  In its 2012 Form 20-F, Teva disclosed the net balance outstanding, which it believed provided better disclosure regarding the proceeds it had received on the sold receivables.

Should any member of the Staff have any questions or comments concerning this letter, please do not hesitate to call me at (212) 728-8592.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:

Lisa Vanjoske (SEC)

Dana Hartz (SEC)

Eyal Desheh (Teva)

Richard S. Egosi (Teva)

CORRESP
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    t9502832.htm

787 Seventh Avenue

New York, NY 10019-6099

Tel:  212 728 8000

Fax: 212 728 8111

VIA EDGAR

May 9, 2013

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Jim B. Rosenberg, Senior Assistant Chief Accountant

Division of Corporation Finance

Re:

Teva Pharmaceutical Industries Limited

Form 20-F for the Fiscal Year Ended December 31, 2012

Filed February 12, 2013

File No. 001-16174

Dear Mr. Rosenberg:

On behalf of Teva Pharmaceutical Industries Limited (“Teva” or the “Company”), set forth below is Teva’s response to the additional comment of the staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated April 19, 2013 to Eyal Desheh, Teva’s Chief Financial Officer. For your convenience, we have set forth below the Staff’s comment in italics, followed by Teva’s response thereto.

Notes to Consolidated Financial Statements

Note 15.d Securitization, page F-51

1.

Regarding your securitized trade receivables, please provide us proposed disclosure to include in future filings that complies with ASC 860-20-50, as applicable. In addition, include in your proposed disclosure the amount of trade receivables securitized during each period presented, and the nature and amounts of items that have been netted against trade receivables and the rationale for the net presentation. In this regard, your 2011 Form 20-F you reference securitized trade receivables of $558 million yet in your 2012 Form 20-F you state that during 2011 and 2012 you securitized approximately $535 million (net) of your trade receivables.

In response to the above comment, the Company will provide the following disclosure in the financial statements included in its Form 20-F for the fiscal year ending December 31, 2013:

d.           Securitization Facility

In April 2011, Teva established an accounts receivable securitization program with BNP Paribas Bank.   Under the program, Teva sells, on

New York    Washington    Paris    London    Milan    Rome    Frankfurt    Brussels

in alliance with Dickson Minto W.S., London and Edinburgh

Mr. Jim B. Rosenberg

Securities and Exchange Commission

May 9, 2013

Page 2

an ongoing basis, certain accounts receivable and the right to the collections on those accounts receivable to BNP Paribas.

Once sold to BNP Paribas, the accounts receivable and rights to collection are separate and distinct from Teva’s own assets.  These assets are unavailable to Teva’s creditors should Teva become insolvent.  BNP Paribas has all the rights ensuing from the sale of the securitized accounts receivable, including the right to pledge or exchange the assets it received.  Consequently, the accounts receivable in Teva's consolidated balance sheets is presented net of the securitized receivables.

As of December 31, 2013 and 2012, the balance of Teva's securitized assets sold amounted to $xxx million and $535 million, respectively.   Gains and losses related to these transactions were immaterial for the three years ended December 31, 2013.

Please note that the securitized balances as of December 31, 2012 and 2011 are not significant to Teva's current and total assets, and it is not expected that these balances will be material as of December 31, 2013.

Should any member of the Staff have any questions or comments concerning this letter, please do not hesitate to call me at (212) 728-8592.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:

Lisa Vanjoske (SEC)

Dana Hartz (SEC)

Eyal Desheh (Teva)

Richard S. Egosi (Teva)

CORRESP
1
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    t9519401.htm

787 Seventh Avenue

New York, NY 10019-6099

Tel:  212 728 8000

Fax: 212 728 8111

VIA EDGAR

May 2, 2013

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Jim B. Rosenberg, Senior Assistant Chief Accountant

Division of Corporation Finance

Re:

Teva Pharmaceutical Industries Limited

Form 20-F for the Fiscal Year Ended December 31, 2012

Filed February 12, 2013

File No. 001-16174

Dear Mr. Rosenberg:

I refer to your letter dated April 19, 2013 to Eyal Desheh, Teva’s Chief Financial Officer, regarding Teva’s Form 20-F for the Fiscal Year Ended December 31, 2012.  As discussed with Ms. Hartz of the SEC staff earlier today, Teva is actively working on its response to the additional comment of the Staff raised in the letter and expects to submit its response by the end of next week.

Should any member of the staff have any questions, please do not hesitate to call me at (212) 728-8592.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:

Lisa Vanjoske (SEC)

Dana Hartz (SEC)

Eyal Desheh (Teva)

Richard S. Egosi (Teva)

New York    Washington    Paris    London    Milan    Rome    Frankfurt    Brussels

in alliance with Dickson Minto W.S., London and Edinburgh

April  19, 201 3

Via E -mail
Mr. Eyal Desheh
Chief Financial Officer
Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tikva 49131, Israel

Re:  Teva  Pharmaceuticals Industries Limited
Form 20-F for the Fiscal Year Ended December 31, 2012
Filed February 12 , 201 3
  File No.  001-16174

Dear Mr . Desheh :

We have reviewed your March 29, 2013  response to our March 19,  2013 letter and have
the follow ing comment .   In our comment , we ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response .  If you  do not
believe the  comment applies to your facts and circumstances, please tell us why in your
response.  Please furnish us a lett er on EDGAR under the form type label CORRESP that key s
your response  to our comment .

After reviewing the information you provide in response to this comment , we may have
additional comments  and/or request that you amend your filing.

Notes to Consolidate d Financial Statements
Note 15.d Securitization, page F -51

1. Regarding your securitized trade receivables, please provide us proposed disclosure to
include in future filings  that complies with ASC 860 -20-50, as applicable. In addition,
include in your propo sed disclosure the amount of trade receiva bles securitized during each
period presented , and the nature and amounts of items that have been netted against trade
receivables and the rationale for the net presentation .  In this regard, your 2011 Form 20 -F
you reference securitized trade receivables of $558 million yet in your 2012 Form 20 -F you
state that during 2011 and 2012 you securitized approximately $535 million (net) of your
trade re ceivables.

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited
April  19, 201 3
Page 2

 You may c ontact Dana Hartz, Staff Accountant, at (202) 551 -3648 or Lisa Vanjoske ,
Assistant Chief Accountant , at (202) 551-3614 if you have questions regarding t his comment .  In
this regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

  /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
1
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    t9284221.htm

VIA EDGAR

April  8, 2013

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Jim B. Rosenberg, Senior Assistant Chief Accountant

Division of Corporation Finance

Re:

Teva Pharmaceutical Industries Limited (“Teva”)

Form 20-F for the Fiscal Year Ended December 31, 2012

Filed February 12, 2013

File No. 000-16174

Dear Mr. Rosenberg:

I refer to your letter to me dated March 19, 2013, containing the comments of the Staff of the Securities and Exchange Commission (“SEC”) relating to Teva’s Form 20-F for the Fiscal Year Ended December 31, 2012, and our responses thereto, sent on our behalf last week, on March 29, 2013.   In connection with such responses to the Staff’s comments, on behalf of Teva, I acknowledge that:

·

Teva is responsible for the adequacy and accuracy of the disclosure in its filings with the SEC;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and

·

Teva may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Very truly yours,

/s/ Eyal Desheh

Eyal Desheh

Chief Financial Officer

cc:

Lisa Vanjoske (SEC)

Dana Hartz (SEC)

Richard S. Egosi (Teva)

Jeffrey S. Hochman (Willkie Farr)

CORRESP
1
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    t9283005.htm

787 Seventh Avenue

New York, NY 10019-6099

Tel:  212 728 8000

Fax: 212 728 8111

VIA EDGAR

March 29, 2013

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Jim B. Rosenberg, Senior Assistant Chief Accountant

Division of Corporation Finance

Re:

Teva Pharmaceutical Industries Limited

Form 20-F for the Fiscal Year Ended December 31, 2012 (the “2012 Form 20-F”)

Filed February 12, 2013

File No. 000-16174

Dear Mr. Rosenberg:

On behalf of Teva Pharmaceutical Industries Limited (“Teva” or the “Company”), set forth below are Teva’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated March 19, 2013 to Eyal Desheh, Teva’s Chief Financial Officer. For your convenience, we have set forth below the Staff’s comments in italics, followed by Teva’s responses thereto.   We expect to submit a separate letter containing Teva’s “Tandy acknowledgment” later next week.

As further described below, Teva proposes to make any changes to its disclosure commencing either with its Form 6-K with respect to the quarter ended March 31, 2013 (the “First Quarter Form 6-K”) or its Form 20-F for the fiscal year ending December 31, 2013 (the “2013 Form 20-F”).

Specialty Products

Central Nervous System, page 22

1.

You disclose, on page 22, that the Orange Book patent will expire on May 21, 2014 and on page F-36 that competitors have submitted ANDAs for generic version of Copaxone. Given that revenue for Copaxone was approximately $4 billion, $2.9 billion in the United States, the loss of patent could have a material impact on your future financial results, please provide us revised disclosure to include in future periodic reports which discusses in quantitative and qualitative terms, the impact that expirations of the Orange Book patent to Copaxone in the United States in 2014 and in most of the rest of the world in May 2015 will have on your results of operations and liquidity in future periods. Please include in your discussion the ease or difficulty for other companies to develop competing branded or generic products.

 New York    Washington Paris  London Milan Rome Frankfurt  Brussels

in alliance with Dickson Minto W.S., London and Edinburgh

Mr. Jim B. Rosenberg

Securities and Exchange Commission

March 29, 2013

Page 2

To the extent that you are aware of any competitors’ products in development and nearing commercialization that are expected to compete with Copaxone when exclusivity ends in the next three years, please disclose as applicable.

Teva’s 2012 Form 20-F highlights in several places the possibility of generic competition following the expiration in 2014 of the U.S. Orange Book patents covering Copaxone®, the Company’s leading innovative product, as well as competition due to the development and introduction of alternative innovative products. See, for example, Risk Factors, on page 5 of the 2012 Form 20-F. Following the discussion of the upcoming patent expirations on page 22 of the 2012 Form 20-F noted in the Staff’s comment above, the Company describes in greater detail the principal competitors for Copaxone®, both current products and emerging oral therapies.

In order to better highlight this risk and in response to the comment of the Staff, commencing with the First Quarter Form 6-K, the Company proposes to include in its Operating and Financial Review and Prospects (“OFRP”) discussion, the below disclosure, modified as appropriate to reflect then-current circumstances and developments. The proposed disclosure reemphasizes Copaxone®’s quantitative importance to Teva’s financial results; however, at this time the Company cannot more precisely quantify the impact of such competition due to uncertainties concerning (i) the timing and outcome of its patent litigations in the U.S. and other jurisdictions, (ii) the timing and nature of the regulatory pathway and approvals required for purported generic equivalents of Copaxone® (due to its complexity, as described in the below disclosure, and unlike most other generic products) and for new products, and (iii) the timing and extent of market acceptance of alternative therapies.

Copaxone®, our leading innovative medicine, was responsible for $__ billion, or approximately ___%, of our revenues (including $__ million in the U.S.) during the three months ended March 31, 2013, and a significantly higher percentage contribution to our profits and cash flow from operations during such period. Copaxone® faces competition from existing injectable products, such as the beta-interferons Avonex®, Betaseron®, Rebif® and Extavia®, as well as from Tysabri®, a monoclonal antibody. In addition, we expect that the market for MS treatments will change significantly as a result of new and emerging therapies. In particular, the increasing number of oral treatments, such as Gilenya®, which was introduced in 2010 by Novartis, Biogen’s recently-approved Tecfidera™ and Genzyme’s Lemtrada™, which is currently near commercialization, are expected to provide especially intense competition due to the substantial convenience of oral administration.

Mr. Jim B. Rosenberg

Securities and Exchange Commission

March 29, 2013

Page 3

Our U.S. Orange Book patents covering Copaxone® expire in May 2014, with an additional non-Orange Book patent expiring in September 2015; we have patents expiring in May 2015 in most of the rest of the world. A number of our competitors in the U.S., including Momenta/Sandoz, Mylan/Natco and Synthon, have filed ANDAs for purported generic versions of Copaxone® challenging our patents. These products are currently enjoined until September 2015, and given the inability of even the most state-of-the-art analytical techniques to fully characterize Copaxone®’s active ingredients, as well as published results showing significant differences in gene expression between Copaxone® and purported generic versions, the regulatory pathway for their approval is uncertain. We believe that any purported generic version should be studied in pre-clinical testing and full-scale, placebo-controlled clinical trials with measured clinical endpoints (such as relapse rate) in RRMS patients to establish safety, efficacy and immunogenicity.  Furthermore, because of the chemical complexity of Copaxone® , we believe that it can only be safely manufactured using a series of proprietary methods that have been perfected by Teva for more than 20 years.

Results of Operations

Revenues - Europe - Specialty Medicines, page 63

2.

Throughout MD&A, when more than one factor has resulted in an increase or decrease, quantify the effect of each. For example, you disclose here: “Revenues from specialty medicines in Europe in 2012 amounted to $1.6 billion, an increase of 42% compared to 2011. In local currency terms, sales increased by 53%, primarily driven by the inclusion of full year sales of Cephalon, the completion of the transition of the distribution and marketing rights for Copaxone to us from Sanofi, and the launch of Zoely.” Confirm that you will quantify each factor underlying changes in future filings.

In its OFRP discussion, the Company analyzes its financial results in a manner that gives greater emphasis to the more significant factors. In addition, following a Staff comment last year, Teva provided a further quantitative breakdown in its 2012 Form 20-F of the various factors contributing to changes in operating margin and gross margin. In response to the above comment, in future filings where two or more factors that contributed to a change in a line item are discussed, the Company will provide additional quantitative disclosure regarding the contributions of the stated factors where it believes such information is material to an investor’s understanding of the financial results.

Mr. Jim B. Rosenberg

Securities and Exchange Commission

March 29, 2013

Page 4

Research and Development (R&D) Expenses, page 70

3.

 In response to our review of your Form 20-F for the fiscal period ended December 31, 2011 you responded in correspondence dated April 23, 2012, that you would include expanded disclosure regarding your R&D expenses including a table of branded R&D expense and number of projects by development phase in future filings. We did not note this information in our review of your Form 20-F for the fiscal period ended December 31, 2012. Please provide this information in future filings or tell us why you believe this information is not warranted.

Although the Company included additional disclosure regarding its R&D pipeline, including the development stage of various projects, in Item 4 of its 2012 Form 20-F, the expanded disclosure regarding R&D expenses that was intended to be included in the OFRP was inadvertently omitted from the filing. Disclosure similar to that included in my correspondence of April 23, 2012 will be included in the 2013 Form 20-F, but updated to reflect intervening changes in the Company’s R&D strategy.

Note 2 - Certain Transactions

2) South Korea venture, page F-18

4.

Please tell us how you will be accounting for the agreement you entered into with Handok Pharmaceutical Co and whether the venture is a variable interest entity and you are the primary beneficiary and why or why not.

The agreement for the venture with Handok closed only in January 2013, and we have just begun the lengthy process of creating the structure in which the business will operate.   Currently and for the foreseeable future, the Company expects the venture’s results to be insignificant to the Company’s overall consolidated results. The Company is still in the process of evaluating the appropriate accounting treatment for the venture and will include disclosure in its financial statements of such accounting treatment, once its evaluation is complete.

Note 17 – Impairments, Loss Contingencies, Restructuring and Others, page F-52

5.

Please provide us revised disclosure to include in future periodic reports that states the factors contributing to the write downs of in-process R&D, existing product rights and property, plant and equipment. Refer to ASC 350-30-50-3 and 360-10-50-2.

In accordance with ASC 350-30-50-3 (Disclosures Relating to Impairment Losses) and ASC 360-10-50-2 (Disclosures Relating to Impairment of Long-Lived Assets Classified as to be Held and Used) and in response to the above comment, the

Mr. Jim B. Rosenberg

Securities and Exchange Commission

March 29, 2013

Page 5

Company will include the enhanced disclosure included in Appendix A hereto (new text underscored) in the financial statements to be included in its 2013 Form 20-F. As indicated on Appendix A, the proposed new disclosure in Note 17 provides additional detail regarding the facts and circumstances leading to the impairments in 2012. In addition, as set forth in Appendix A, the expanded disclosure provides additional detail regarding factors the Company reflects in its discounted cash flow model used for determining the fair value of these assets.   To the extent Teva has additional impairments in the quarterly periods prior to its 2013 Form 20-F, it will include appropriate disclosure of the factors contributing to the write downs in its quarterly financial statements it furnishes on Form 6-K.

Should any member of the Staff have any questions or comments concerning this letter, please do not hesitate to call me at (212) 728-8592.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:

Lisa Vanjoske (SEC)

Dana Hartz (SEC)

Eyal Desheh (Teva)

Richard S. Egosi (Teva)

Appendix A

Proposed Enhanced Disclosure Regarding Impairments

Note 17 to audited financial statements in 2012 Form 20-F (excerpt, with added text underscored):

Note 17 – Impairments, Loss Contingencies, Restructuring and Others:

 . . . . .

In determining the estimated fair value of the long-lived assets, we utilized a discounted cash flow model. The key assumptions within the model related to forecasting future revenue and operating income, an appropriate weighted average cost of capital, and an appropriate terminal value based on the nature of the long-lived asset.  The Company’s updated forecasts of net cash flows for the impaired assets reflect, among other things, the following: (i) for research and development in-process assets, the impact of changes to the development programs, the projected development and regulatory timeframes and the risks associated with these assets; and (ii) for product rights, an increased competitive environment.

Definite life intangible assets are amortized using mainly the straight-line method over their estimated period of useful life, which is determined by identifying the period in which substantially all of the cash flows are expected to be generated. Impairment may be triggered whenever events or circumstances present an indication of impairment.

Upon completion of the related research and development efforts, management determines the remaining useful life of the intangible assets and amortizes them accordingly. In case of abandonment, the related research and development efforts are impaired.

Impairment of long-lived assets for the year ended December 31, 2012 amounted to $1.1 billion, comprised of impairments of:

1.         Identifiable intangible assets of $858 million (see note 7b):

a.

In-process R&D write downs amounted to $625 million, including, following an overall assessment of the molecule, including a review of recent clinical data, $268 million relating to obatoclax for the treatment of small cell lung cancer and $96 million relating to CEP-37247 anti-tumor necrosis factor for the treatment of sciatica. Armodafinil (Nuvigil®) for the treatment of bi-polar disorder was also impaired in the amount of $79 million to reflect a settlement agreement with Mylan. We further impaired CureTech’s in-process R&D by $127 million, also following an overall assessment of the molecule, including a review of recent clinical data.

b.

Impairment, based on current market conditions and supply chain  complications, of existing product rights of $233 million, which included

(i)

mainly Enjuvia®, a women’s health marketed product, for a total of $62 million, Gabatril® for $43 million, and Ivax’s verapamil for $20 million.

2.         Property, plant and equipment of $190 million, which included various impairments to manufacturing and research and development facilities, based on management decisions regarding their expected use, which triggered a re-assessment of fair value.  See note 6.

3.         Non-current investments of $23 million.

 . . . . .

(ii)

March 1 9, 201 3

Via E -mail
Mr. Eyal Desheh
Chief Financial Officer
Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tikva 49131, Israel

Re:  Teva  Pharmaceuticals Industries Limited
Form 20-F for the Fiscal Year Ended December 31, 2012
Filed February 12 , 201 3
  File No.  001-16174

Dear Mr . Desheh :

We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your document.  In our comments, we ask
you to provide us with information so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requ ested
information or by advising us when you will provide the requested response .  If you  do not
believe a comment applies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that key s your
response s to our comments.

After reviewing the information you provide in response to these comments , we may
have  additional comments  and/or request that you amend your filing.

Specialty Products
Central Nervous System, page 22

1. You disclose, on page 22, that  the Orange Book patent will expire on May 21, 2014 and on
page F -36 that competitors have submitted ANDAs for generic version of Copaxone.  Given
that revenue for Copaxone was approximately $4 billion, $2.9 billion in the Uni ted States,
the loss of patent could have a material impact on your future financial results, please provide
us revised disclosure to include in future periodic reports which discusses in quantitative and
qualitative terms, the impact that expirations of t he Orange Book patent to Copaxone in the
United States in 2014 and in most of the rest of the world in May 2015 will have on your
results of operations and liquidity in future periods.  Please include in your discussion the
ease or difficulty for other com panies to develop competing branded or generic products.   To
the extent that you are aware of any competitors’ products in development and nearing

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited
March 1 9, 201 3
Page 2

 commercialization that are expected to compete with Copaxone when exclusivity ends in the
next three years, p lease disclose as applicable.

Results of Operations
Revenues - Europe - Specialty Medicines, page 63

2. Throughout MD&A, when more than one factor has resulted in an increase or decrease,
quantify the effect of each.  For example, you disclose here: “ Reve nues from specialty
medicines in Europe in 2012 amounted to $1.6 billion, an increase of 42% compared to 2011.
In local currency terms, sales increased by 53%, primarily driven by the inclusion of full year
sales of Cephalon, the completion of the transiti on of the distribution and marketing rights
for Copaxone to us from Sanofi, and the launch of Zoely.”  Confirm that you will quantify
each factor underlying changes in future filings.

Research and Development  (R&D) Expenses, page 70

3. In response to our review of your Form 20 -F for the fiscal period ended December 31, 2011
you responded in correspondence dated April 23, 2012, that you would include expanded
disclosure regarding your R&D expenses including a table of branded R&D expense and
number of proje cts by development phase in future filings.  We did not note this information
in our review of your Form 20 -F for the fiscal period ended December 31, 2012.  Please
provide this information in future filings or tell us why you beli eve this information is n ot
warranted.

Note 2 - Certain Transactions
2) South Korea venture, page F -18

4. Please tell us how you will be accounting for the agreement you entered into with Handok
Pharmaceutical Co and whether the venture is a variable interest entity and you are the
primary beneficiary and why or why not.

Note 17 – Impairments, Loss Contingencies, Restr ucturing and Others, page F -52

5. Please provide us revised disclo sure to include in future periodic reports that states the
factors contributi ng to the write downs of  in-process R&D, existing product rights and
property, plant and equipment.   Refer to ASC 350 -30-50-3 and 360 -10-50-2.

We urge all persons who are responsible for the accuracy and a dequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited
March 1 9, 201 3
Page 3

 In responding to our comments, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disc losure in the
filing;
 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any  action with respect to th e filing; and
 the company may not assert staff comments as a defense in any proceeding init iated
by the Commission or any person under the federal securities laws of the United
States.

You may c ontact Dana Hartz, Staff Accountant, at (202) 551 -3648 or Lisa Vanjoske ,
Assistant Chief Accountant , at (202) 551-3614 if you have questions regarding t hese comments.
In this regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

June 21, 2012

Via E -mail
Mr. Eyal Desheh
Chief Financial Officer
Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tikva 49131, Israel

Re: Teva Pharmaceutical Industries Limited
  Form 20 -F for Fis cal Year Ended December 31, 2011
Filed February 17 , 2012
  File No. 000 -16174

Dear  Mr. Desheh :

We have completed our review of your filing. We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from  taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States. We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Joel Parker

Joel Parker
Accounting Branch Chie f

CORRESP
1
filename1.htm

    t7911298.htm

FOIA CONFIDENTIAL TREATMENT REQUEST

BY TEVA PURSUANT TO 17 C.F.R. § 200.83

CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST

FOR CONFIDENTIAL TREATMENT AND HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE

WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL MATERIAL HAS BEEN FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

VIA EDGAR

June 13, 2012

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Jim B. Rosenberg, Senior Assistant Chief Accountant

           Division of Corporation Finance

Re:

Teva Pharmaceutical Industries Limited

Form 20-F for the Fiscal Year Ended December 31, 2011 (the “2011 Form 20-F”)

Filed February 17, 2012

File No. 000-16174

Dear Mr. Rosenberg:

On behalf of Teva Pharmaceutical Industries Limited (“Teva”), set forth below are Teva’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated May 24, 2012 to Eyal Desheh, Teva’s Chief Financial Officer.  For your convenience, we have set forth below the Staff’s comments in italics, followed by Teva’s responses thereto.

Item 5: Operating and Financial Review and Prospects

Results of Operations

Research and Development Expenses, page 65

1.

Please refer to prior comment three and your response. If you have information for research and development expense by therapeutic class for generic and/or branded research and development expense, please provide us this information for the years ended December 31, 2010 and 2011. If you do not have this information, tell us separately for generic and branded research and development expense the therapeutic classes represented in 2010 and 2011 and any classes that you believe qualitatively represent a significant concentration.

New York    Washington    Paris    London    Milan    Rome    Frankfurt    Brussels

in alliance with Dickson Minto W.S., London and Edinburgh

FOIA CONFIDENTIAL TREATMENT REQUEST

BY TEVA PURSUANT TO 17 C.F.R. § 200.83

Jim B. Rosenberg

Securities and Exchange Commission

June 13, 2012

Page 2

Below is a breakdown, by therapeutic class, of Teva’s branded research and development expense (U.S. dollars in millions):

Year Ended

   December 31,

2011

2010

Branded Net R&D

*

As noted in our previous response letter of April 23, 2012, and particularly in light of the substantially enhanced disclosure regarding Teva’s branded research and development expense by stage of development set forth in such letter, we do not believe that providing a further breakdown of Teva’s branded R&D efforts by therapeutic class would provide information that is material to  investors.

Teva does not have a comparable breakdown by therapeutic class for its generic research and development expense. Teva does not allocate generic R&D resources by therapeutic class; instead, it funds generic R&D projects based on the available product opportunities, independent of therapeutic class, as the patents relating to the corresponding branded products either expire or may be challenged.  As such, Teva neither tracks such information, nor does it think such information is meaningful to investors.  Accordingly, any concentration within a therapeutic class in any year would be coincidental and thus not qualitatively significant.

Supplemental Non-GAAP Income Data, pages 68 through 72

2.

Please refer to prior comment five. We acknowledge the explanations in your response. Your disclosure of non-GAAP measures and reconciliation do not comply with Item 10(e) of Regulation S-K. In this regard, your disclosure uses titles or descriptions of non-GAAP financial measures that are the same as titles or descriptions used for GAAP financial measures, the reconciliations do not provide clear explanation of each reconciling item for each non-GAAP measure and the reconciliations include items that are not identified as non-GAAP measures on page 69 such as cost of sales, research and development expenses-net, selling and marketing expenses, general and administrative expenses, legal settlements, acquisition, restructuring and other expenses and impairment, financial expenses- net, provision for income taxes and basic earnings per share attributable to Teva.

______________________________

*

Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requested with respect to this omitted information.

FOIA CONFIDENTIAL TREATMENT REQUEST

BY TEVA PURSUANT TO 17 C.F.R. § 200.83

Jim B. Rosenberg

Securities and Exchange Commission

June 13, 2012

Page 3

·

Please provide us revised disclosure to be included in future filings that revises the titles you use for non-GAAP measures in the table on page 69 so they are not the same or confusingly similar to the most directly comparable financial measure or measures calculated and presented in accordance with GAAP. Exclude from this presentation net revenues since this is GAAP measure, as there are no reconciling items.

·

Please confirm that you will delete the reconciliations on pages 70, 71 and 72 in future filings.

·

Please provide us reconciliations to be included in future filings for each non-GAAP measure you identify in complying with the first bullet above for each period presented to the most directly comparable financial measure or measures calculated and presented in accordance with GAAP that explains and quantifies each reconciling item.

·

Please confirm that you will conform future non-GAAP disclosures not filed but otherwise made public or furnished to the Commission so as to comply with Regulation G, or tell us how you meet the conditions in section 244.100(c) of Regulation G that would cause Regulation G not to apply to your non-GAAP disclosures.

Attached as Appendix I hereto is a revised Supplemental Non-GAAP Data section, to be included with the applicable updated textual disclosure and numbers in future filings commencing with Teva’s Form 6-K with respect to its quarter ending June 30, 2012 (the “2Q Form 6-K”).  The textual discussion in this revised presentation is substantially the same as that included in Teva’s 2011 Form 20-F, other than minor changes to the introductory paragraph at the beginning (including to refer to a single “table” instead of “tables”), with the tables previously included on pages 69-72 of the 2011 Form 20-F replaced with the new tabular presentation.  After considering alternative presentation formats, including separate reconciliation tables for each non-GAAP measure, Teva believes that the attached single table presentation communicates the non-GAAP financial information and related reconciliations in a way that is most useful to, and reader-friendly for, investors, while minimizing any chance of confusion.

In response to the specific bullet points above:

·

The revised presentation included in Appendix I has clearly labeled columns as to the GAAP and non-GAAP numbers.  To further minimize any chance of confusion, we have added the following new introductory sentence immediately preceding the table:

FOIA CONFIDENTIAL TREATMENT REQUEST

BY TEVA PURSUANT TO 17 C.F.R. § 200.83

Jim B. Rosenberg

Securities and Exchange Commission

June 13, 2012

Page 4

          The following table presents the GAAP measures, the corresponding non-GAAP amounts and related non-GAAP adjustments for the applicable periods:

·

As requested, the revised presentation eliminates several previously included line items (net revenues, provision for income taxes and weighted average number of shares), leaving the presentation with only four line items. (We note, for the Staff’s reference that, as previously disclosed in the 2011 Form 20-F, the non-GAAP weighted average number of shares differed somewhat from the corresponding GAAP measure in 2009.  However, subsequent to 2009, there is no non-GAAP adjustment to these share numbers and the updated presentation to be included in Teva’s 2Q Form 6-K will be simplified accordingly to eliminate this line item.)

·

As noted above, the proposed presentation included in Appendix I will replace the current presentation of the GAAP/non-GAAP reconciliations (included on pages 70, 71 and 72 in Teva’s 2011 Form 20-F), commencing with Teva’s 2Q Form 6-K.

·

The revised presentation includes a reconciliation with respect to each remaining non-GAAP measure.  We note that, as discussed with the Staff last week, rather than include a duplicative EPS reconciliation, we have clearly stated in a footnote how non-GAAP EPS can be derived from the adjustments presented in the table.

·

On behalf of Teva, we hereby confirm that its future non-GAAP disclosures not filed but otherwise made public or furnished to the Commission will comply with the applicable provisions of Regulation G.

FOIA CONFIDENTIAL TREATMENT REQUEST

BY TEVA PURSUANT TO 17 C.F.R. § 200.83

Jim B. Rosenberg

Securities and Exchange Commission

June 13, 2012

Page 5

Should any member of the Staff have any questions or comments concerning this letter, please do not hesitate to call me at (212) 728-8592.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:

Mary Mast (SEC)

Frank Wyman (SEC)

Eyal Desheh (Teva)

Richard S. Egosi (Teva)

FOIA CONFIDENTIAL TREATMENT REQUEST

BY TEVA PURSUANT TO 17 C.F.R. § 200.83

APPENDIX I

Supplemental Non-GAAP Data

The table on the following page below presents supplemental non-GAAP data, in U.S. dollar terms and as a percentage of net revenues, which we believe facilitates an understanding of the factors affecting our business. In this table, we exclude the following amounts:

Year Ended December 31,

2011

2010

2009

U.S. dollars in millions

Amortization of purchased intangible assets

706

527

485

Expense in connection with legal settlements and reserves

471

2

434

Inventory step-up charges

352

107

302

Impairment of long-lived assets

201

124

110

Restructuring and other expenses

192

260

90

Costs related to regulatory actions taken in facilities

170

 -

 -

Acquisition expenses

37

24

4

Purchase of research and development in process

15

18

23

Financial (gain) expenses related to hedging of the acquisition and other

 -

71

(8)

Net of corresponding tax benefit

(465)

(330)

(411)

The data so presented — after these exclusions — are the results used by management and our board of directors to evaluate our operational performance, to compare against work plans and budgets, and ultimately to evaluate the performance of management. For example, each year we prepare detailed work plans for the next three succeeding fiscal years. These work plans are used to manage the business and are the plans against which management’s performance is measured. All such plans are prepared on a basis comparable to the presentation below, in that none of the plans take into account those elements that are factored out in our non-GAAP presentations. In addition, at quarterly meetings of the Board at which management provides financial updates to the Board, presentations are made comparing the current fiscal quarterly results against: (a) the comparable quarter of the prior year, (b) the immediately preceding fiscal quarter and (c) the work plan. Such presentations are based upon the non-GAAP approach reflected in the table below. Moreover, while there are always qualitative factors and elements of judgment involved in the granting of annual cash bonuses, the principal quantitative element in the determination of such bonuses is performance targets tied to the work plan, and thus tied to the same non-GAAP presentation as is set forth below.

    In arriving at our non-GAAP presentation, we have in the past factored out items, and would expect in the future to continue to factor out items, that either have a non-recurring impact on the income statement or which, in the judgment of our management, are items that, either as a result of their nature or size, could, were they not singled out, potentially cause investors to extrapolate future performance from an improper base. While not all inclusive, examples of these items include: legal settlements and reserves, purchase accounting expense adjustments related to acquisitions, including adjustments for write-offs of R&D in-process, amortization of intangible assets and inventory “step-ups” following acquisitions; restructuring expenses related to efforts to rationalize and integrate operations on a global basis; financial hedging expenses in connection with the ratiopharm acquisition; material tax and other awards or settlements—both in terms of amounts paid or amounts received; impairment charges related to intangible and other assets such as intellectual property, product rights or goodwill; the income tax

(i)

FOIA CONFIDENTIAL TREATMENT REQUEST

BY TEVA PURSUANT TO 17 C.F.R. § 200.83

effects of the foregoing types of items when they occur; and costs related to regulatory actions taken at our facilities (such as uncapitalized production costs, consulting expenses or write-offs of inventory related to remediation). Included in restructuring expenses are severance, shut down costs, contract termination costs and other costs that we believe are sufficiently large that their exclusion is important to understanding trends in our financial results.

    These data are non-GAAP financial measures and should not be considered replacements for GAAP results. We provide such non-GAAP data because management believes that such data provide useful information to investors. However, investors are cautioned that, unlike financial measures prepared in accordance with GAAP, non-GAAP measures may not be comparable with the calculation of similar measures for other companies. These non-GAAP financial measures are presented solely to permit investors to more fully understand how management assesses our performance. The limitations of using these non-GAAP financial measures as performance measures are that they provide a view of our results of operations without including all events during a period, such as the effects of acquisition, merger-related, restructuring and other charges, and may not provide a comparable view of our performance to other companies in the pharmaceutical industry.

(ii)

FOIA CONFIDENTIAL TREATMENT REQUEST

BY TEVA PURSUANT TO 17 C.F.R. § 200.83

Investors should consider non-GAAP financial measures in addition to, and not as replacements for, or superior to, measures of financial performance prepared in accordance with GAAP.

    The following table presents the GAAP measures, the corresponding non-GAAP amounts and related non-GAAP adjustments for the applicable periods:

Year Ended December 31,

2011

2010

2009

U.S. dollars in millions

(except per share amounts)

GAAP

Non-GAAP Adjustments

Non-GAAP

% of Net Revenues

GAAP

Non-GAAP Adjustments

Non-GAAP

% of Net Revenues

GAAP

Non-GAAP Adjustments

Non-GAAP

% of Net

Revenues

Gross profit1

9,515

1,190

10,705

58.5%

9,065

604

9,669

60.0%

7,367

752

8,119

58.4%

Operating income1,2

3,109

2,144

5,253

28.7%

3,871

1,062

4,933

30.6%

2,405

1,448

3,853

  27.7%

Net income attributable to Teva1,2,3

2,759

1,679

4,438

24.2%

3,331

803

4,134

25.6%

2,000

1,029

3,029

  21.8%

Diluted earnings per share4

3.09

1.88

4.97

3.67

0.87

4.54

2.23

1.14

3.37

_______________________

 (1)

Amortization of purchased intangible

    assets

668

497

450

Costs related to regulatory actions taken

    in facilities

170

—

—

Inventory step-up charges

352

107

302

Gross profit adjustments

1,190

604

752

(2)

Amortization of purchased intangible

    assets

38

30

35

Purchase of research and development

    in process

15

18

23

Restructuring and other expenses

192

260

90

Impairment of long-lived assets

201

124

110

Legal settlements expense and reserves

CORRESP
1
filename1.htm

    t7947775.htm

VIA EDGAR

June 8, 2012

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Jim B. Rosenberg, Senior Assistant Chief Accountant

Division of Corporation Finance

Re:

Teva Pharmaceutical Industries Limited

Form 20-F for the Fiscal Year Ended December 31, 2011

Filed February 17, 2012

File No. 000-16174

Dear Mr. Rosenberg:

I refer to your letter dated May 24, 2012 to Eyal Desheh, Teva’s Chief Financial Officer, regarding Teva’s Form 20-F for the Fiscal Year Ended December 31, 2011.  Teva is actively working on its responses to the comments of the Staff raised in the letter and expects to submit its responses by the end of next week.

Should any member of the Staff have any questions, please do not hesitate to call me at (212) 728-8592.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:

Mary Mast (SEC)

Frank Wyman (SEC)

Eyal Desheh (Teva)

Richard S. Egosi (Teva)

New York    Washington    Paris    London    Milan    Rome    Frankfurt    Brussels

in alliance with Dickson Minto W.S., London and Edinburgh

May 24, 2012

Via E -mail
Mr. Eyal Desheh
Chief Financial Officer
Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tikva 49131, Israel

Re: Teva Pharmaceutical Industries Limited
  Form 20 -F for Fis cal Year Ended December 31, 2011
Filed February 17 , 2012
  File No. 000 -16174

Dear  Mr. Desheh :

We have reviewed your April 23, 2012 response to our April 10, 2012 comment letter
and have the following comments.

Please respond to this letter within 10 business days by  providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe a comment applies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter  on EDGAR under the form type label CORRESP that keys your
responses to our comments.

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Item 5: Operating and Financial Review and Prosp ect
Results of Operations
Research and Development Expenses, page 65
1. Please refer to prior comment three and your response. If you have information for
research and development expense by therapeutic class for generic and/or branded
research and development expense , please provide us this information for the years ended
December 31, 2010 and 2011.  If you do not have this information, tell us separate ly for
generic and branded research and development expense  the therapeutic classes
represented in 2010 and 2011 and any classes that you believe qualitatively represent a
significant concentration.

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited
May 2 4, 2012
Page 2

 Supplemental Non -GAAP Income Data , page s 68 through 72
2. Please refer to prior comment five. We acknowledge the explanations in your response.
Your disclo sure of non -GAAP measures and reconciliation do not comply with Item
10(e) of Regulation S -K. In this regard , your disclosure  uses titles or descriptions of non -
GAAP financial measures that are the same as titles or descriptions used for GAAP
financial mea sures , the reconciliation s do not provide clear explan ation of each
reconciling item for each non -GAAP measure  and the reconciliations include items that
are not identified as non -GAAP measures on page 69 such as cost of sales , research and
development exp enses -net, selling and marketing expenses, general and administrative
expenses, legal settlements, acquisition, restructuring and other expenses and impairment,
financial expenses - net, provision for income taxes and basic earnings per share
attributable t o Teva .
 Please provide us revised disclosure to be included in future filings that revises
the titles you use for non -GAAP measures in the table on page 69 so they are not
the same or confusingly similar to the most directly comparable financial measure
or measures calculated and presented in accordance with GAAP . Exclude from
this presentation net revenues since th is is GAAP measure , as ther e are no
reconciling items.
 Please confirm that you will delete the reconciliations on pages 70, 71 and 72 in
future filings.
 Please provide us reconciliations to be included in future filings for each non-
GAAP  measure you identify in complying with the first bullet above for each
period presented to the most directly comparable financial measure or measures
calculated and presented in accordance with GAAP  that explains and quantifies
each reconciling item .
 Please confirm that you will conform future non -GAAP disclosures not filed but
otherwise made public or furnished to the Commission so as to comply with
Regulation G , or tell us how you meet the  conditions in section 244.100(c) of
Regulation G that would cause Regulation G  not to apply to your non -GAAP
disclosures .
Please contact Frank Wyman, Staff Accountant, at (202) 551 -3660  or Mary Mast , Senior
Staff Accountant, at (202) 551 -3613  if you have any questions regarding the comments.  In this
regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
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VIA EDGAR

April 23, 2012

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Jim B. Rosenberg, Senior Assistant Chief Accountant

          Division of Corporation Finance

Re:

Teva Pharmaceutical Industries Limited (“Teva”)

Form 20-F for the Fiscal Year Ended December 31, 2011

Filed February 17, 2012

File No. 000-16174

Dear Mr. Rosenberg:

I refer to your letter to me dated April 10, 2012, containing the comments of the Staff of the Securities and Exchange Commission (“SEC”) relating to Teva’s Form 20-F for the Fiscal Year Ended December 31, 2011, and our responses thereto, sent on our behalf concurrently with this letter.   In connection with such responses to the Staff’s comments, on behalf of Teva, I acknowledge that:

·

Teva is responsible for the adequacy and accuracy of the disclosure in its filings with the SEC;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and

·

Teva may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Very truly yours,

/s/ Eyal Desheh

Eyal Desheh

Chief Financial Officer

cc:       Mary Mast (SEC)

Frank Wyman (SEC)

Richard S. Egosi (Teva)

Jeffrey S. Hochman (Willkie Farr)

CORRESP
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    t7669879.htm

VIA EDGAR

April 23, 2012

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Jim B. Rosenberg, Senior Assistant Chief Accountant

          Division of Corporation Finance

Re:

Teva Pharmaceutical Industries Limited

Form 20-F for the Fiscal Year Ended December 31, 2011 (the “2011 Form 20-F”)

Filed February 17, 2012

File No. 000-16174

Dear Mr. Rosenberg:

On behalf of Teva Pharmaceutical Industries Limited (“Teva” or the “Company”), set forth below are Teva’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated April 10, 2012 to Eyal Desheh, Teva’s Chief Financial Officer.  For your convenience, we have set forth below the Staff’s comments in italics, followed by Teva’s responses thereto.  Please also see the separate letter of Mr. Desheh being submitted concurrently with this response letter containing Teva’s “Tandy letter” acknowledgment.

As further described below, we propose to make any changes to our disclosure commencing either with our Form 6-K with respect to our quarter ending March 31, 2012 (the “1Q Form 6-K”) or our Form 20-F for the fiscal year ending December 31, 2012 (the “2012 Form 20-F”).

Item 4:  Information on the Company

Regulation

Government Reimbursement Programs, page 48

1.

You have disclosed several changes due to the Healthcare Reform Act that may affect your financial statements including increasing Medicaid rebates, narrowing sales definitions for average manufacturer price purposes and expanding Medicaid rebates to cover Medicaid managed care programs. You also disclose that under the new legislation, certain pharmaceutical companies are now obligated to fund 50% of the patient obligation in the “donut hole.” Additionally, you indicate that commencing in 2011, an excise tax was levied against certain branded pharmaceutical products to be apportioned to qualifying pharmaceutical companies across the industry based on an allocation of their governmental programs as a portion of total pharmaceutical government programs.

Mr. Jim B. Rosenberg

Securities and Exchange Commission

April 23, 2012

Page 2

Please provide us proposed accounting policy disclosures to be included in your financial statements in future periodic reports regarding these changes. For example, disclose how you are recording the amounts due for the excise tax assessed to pharmaceuticals and where the amounts are classified in the income statement. In addition, please provide us proposed disclosure to be included in future periodic reports for Management’s Discussion and Analysis of the effects the Healthcare Reform Act had on your liquidity and results of operations for each period presented and the anticipated effects the legislation will have on your future liquidity and results of operations. For example, consider disclosing, if known, your anticipated share of the excise tax that will be levied on your current and future results of operations as well as any other anticipated effects on your results of operations of other changes in the law.

The annual fee assessed to pharmaceutical manufacturers (the brand manufacturer’s fee, or “excise tax”) has been accounted for ratably throughout the year in Selling and Marketing expenses in accordance with ASU Topic 720-50. The amount for the fiscal year ended December 31, 2011 was $6 million, or 0.2% of Selling and Marketing expenses. As this fee did not have a significant impact on our results of operations for the year ended December 31, 2011 and we do not expect the fee to have a significant impact on future operations, there was no specific disclosure provided as to the amount or accounting policy. We will continue to monitor this annual fee and will consider additional disclosure if the amounts have or are expected to have a significant impact on our operations.

We recorded an additional $255 million and $169 million in 2011 and 2010, respectively, as sales reserves and allowances related to increased, extended and expanded rebate provisions, including the Medicare coverage gap, or “donut hole.” These amounts, which are included in the Sales Reserves and Allowances table on page 75 of our 2011 Form 20-F as a component of Rebates and Other Sales Reserves and Allowances, represented 3% of total provisions for 2011 and 2010 and 8% and 6% of rebates and other provisions for 2011 and 2010, respectively. We did not consider this to be a significant component of sales provisions requiring specific disclosure of the amounts; however, on page 74 of our 2011 Form 20-F, we did note that “Included in the 2011 and 2010 provisions [for Rebates and Other Sales Reserves and Allowances] are estimates for the impact of changes to Medicaid rebates and associated programs related to U.S healthcare reform.” We will continue to monitor these amounts and will consider additional disclosure if the amounts have or are expected to have a significant impact on our operations.

Mr. Jim B. Rosenberg

Securities and Exchange Commission

April 23, 2012

Page 3

Item 5: Operating and Financial Review and Prospects

Results of Operations

Gross Profit, page 64

2.

Please expand your analysis to quantify the primary factors underlying the changes in gross profit for each period presented. In particular, quantify the reduction in gross profit margins due to the fewer number of high-margin generic products and the increase in gross profit margins due to sales of higher margin innovative and branded products. Also, describe and quantify the impact of the declining sales of prior year generic drug launches, such as the 2011 decline in sales of key 2010 launches as disclosed on page 61. In addition, quantify the components of cost of sales other than the cost of inventory sold, such as amortization of purchased intangible assets and cost of regulatory actions taken in various manufacturing facilities.

In response to this comment, we will include enhanced disclosure quantifying the material factors affecting our gross profit and gross margins along the following lines (adjusted as applicable), commencing with our 1Q Form 6-K:

Gross profit margins were 52.0% in 2011, compared with 56.2% in 2010. This decrease in gross margin of 4.2% primarily reflects lower sales of generic products in the U.S., which was impacted mainly by fewer high-margin new launches of generic products (which decreased the gross margin by approximately 3.6 points) and higher charges related to the amortization of purchased intangible assets, inventory step-up and regulatory actions taken in various manufacturing facilities (which decreased the gross margin by approximately 3.2 points), as well as higher sales of products with lower gross margins (which decreased the gross margin by approximately 0.7 points). These factors were partially offset by an increase in sales of our higher margin innovative and branded products, mainly Copaxone®, Azilect®, ProAir™ and Qvar® as well as the newly acquired Cephalon products, mainly Provigil®, Treanda® and Nuvigil® (which overall increased our gross margin by approximately 3.3 points).

For the Staff’s information, we note that the impact on gross profit of amortization of purchased intangible assets was $668 million in 2011 as compared to $497 million in 2010, of inventory step-up was $352 million in 2011 as compared to $107 million in 2010, and of  regulatory actions taken in various manufacturing facilities was $170 million in 2011 as compared to none in 2010.

Mr. Jim B. Rosenberg

Securities and Exchange Commission

April 23, 2012

Page 4

With the enhanced disclosure quantifying the aggregate impact of these higher charges (as set forth in the indented paragraph above), we do not believe it is material to investors to further breakdown each of these items separately.

Research and Development Expenses, page 65

3.

Please disclose the composition of the total research and development expense shown in the financial statements for each period presented based on how you manage these activities. In this regard, we believe distinguishing between discovery, preclinical and clinical development categories and further by late stage, such as phase III development categories along with providing the number of projects in each category, facilitates investors’ understanding of the pipeline and related trends. To the extent that management has information available by therapeutic class, such as the breakdown beginning on page 36, we believe that this information further enhances investors’ understanding of research and development expense and related trends.

In response to this comment, we will include enhanced disclosure regarding our R&D expenses along the following lines (adjusted as applicable), commencing with our 2012 Form 20-F:

The Company’s net research and development expenditures were $1,095 million in 2011 and $951 million in 2010. As a percentage of revenues, R&D expenditures amounted to 6.0% in 2011and 5.9% in 2010. Historically, our research and development activities have fallen into two broad categories, generic pharmaceuticals (which includes R&D for active pharmaceutical ingredients and over-the-counter products) and branded pharmaceuticals (which includes innovations in devices and delivery methods). The amount spent in each category has varied over time, partially as a result of recent acquisitions, such as that of Cephalon, Inc. (a branded pharmaceutical company) in November 2011and Barr Pharmaceuticals, Inc. (a generic pharmaceutical company) in December 2008.

Generic pharmaceutical R&D expenditures include both (a) direct expenses relating to product formulation, analytical method development, stability testing, management of bioequivalence and other clinical studies, regulatory filings and legal expenses relating to patent review and challenges, and (b) indirect expenses such as costs of internal administration, infrastructure and personnel involved in generic R&D. For the years ended December 31, 2011 and 2010, the Company’s R&D expenses related to generic pharmaceuticals were $481 million and $491 million, respectively.

Mr. Jim B. Rosenberg

Securities and Exchange Commission

April 23, 2012

Page 5

Branded pharmaceutical R&D expenditures include upfront and milestone payments for products in development phase, the costs of discovery research, preclinical development, early- and late-clinical development and drug formulation, clinical trials, product registration costs and other costs, and are reported net of contributions received from collaboration partners. Our branded R&D spending takes place at every stage, from drug discovery through pre-launch marketing activities, including (a) early-stage projects in both discovery and preclinical phases; (b) middle-stage projects in clinical programs up to phase III, and (c) late-stage projects in phase III programs, where an NDA is currently pending approval, and life cycle management studies for marketed products. We consider phase III, or late-stage development, to be our most significant R&D programs, as they could potentially affect revenues and earnings in the relatively near future. In addition, we incur indirect expenses that support our overall branded R&D efforts but which are not allocated by product or to specific R&D projects, such as the costs of internal administration, infrastructure and personnel. For the years ended December 31, 2011 and 2010, the Company’s net R&D expenses related to branded pharmaceuticals were $614 million and $460 million, respectively, including such unallocated expenses.

The following table presents the composition of our net branded R&D expenditures and the number of projects by stage of development:

Mr. Jim B. Rosenberg

Securities and Exchange Commission

April 23, 2012

Page 6

R&D Expenses

(USD in millions)

# of Projects as

of Dec 31,

2011

2011

2010

Early-stage

$75

$45

Not applicable

Middle-stage

$91

$41

18

Late-stage

$291

 $252

28

Sub-total

$457

 $338

Unallocated R&D (inc. R&D participation)

$157

 $122

Total

$614

 $460

These amounts are not necessarily predictive of future R&D expenditures. In an effort to allocate our R&D spending most effectively, we continually evaluate the products under development (whether generic or branded), based on the performance of such products in pre-clinical and/or clinical trials, our expectations regarding the likelihood of their regulatory approval and our view of their commercial viability, among other factors. We expect that our R&D expenditures will increase in absolute terms as a result of both our recent strategic acquisitions and the increase in our generic and branded product portfolio, as well as the expansion of our efforts in drug discovery and device research and development. Consequently, the composition of our research and development expenditures may change.

We do not believe that providing a further breakdown of our R&D efforts (number of projects and amount of  expenditures) by therapeutic class would provide information that is material to our investors.  The Company has not historically publicly disclosed such detailed information regarding its R&D portfolio, as many projects at any given time are not mature, material or otherwise appropriate for public disclosure. In addition, the disclosure of such information could cause competitive harm to the Company, as competitors or even potential collaboration partners would gain insights into our strategy and costs, enabling them to compete or negotiate with us unfairly on the basis of asymmetric information.

Mr. Jim B. Rosenberg

Securities and Exchange Commission

April 23, 2012

Page 7

4.

For projects that are in the late stage of development such as phase III as presented beginning page 36, unless management believes that the expected effect on results of operations or financial position from the project when completed will be insignificant, we believe disclosure about each project should be enhanced to provide insight into expected effects on future operations, financial position or liquidity. For those projects, we would expect the following to be discussed:

•

The month and year the project entered into the current phase of development;

•

Significant patents associated with the project and their expiration dates and/or other information, as applicable, that provides insight into the period of exclusivity available;

In response to this comment, the Company will include the following information with respect to the branded pharmaceutical products that it is developing and that are in phase III development, commencing with its 2012 Form 20-F:

•

The month and year when each product candidate entered phase III clinical trials (defined as the date of first patient enrolled); and

•

Data, including expiration dates, for important patents for significant products submitted for approval in the U.S. or Europe*.

* It is difficult to predict with certainty the length of market exclusivity for any of our branded products, because of the complex interaction between patent and regulatory forms of exclusivity and because of inherent uncertainties concerning the outcome of patent litigation. Accordingly, any disclosure in this regard will indicate that there can be no assurance of market exclusivity for the full period that we estimate.

Supplemental Non-GAAP Income Data

Reconciliation between reported Net Income attributable to Teva and Earnings per share as reported under US GAAP to Non-GAAP Net Income attributable to Teva and Earnings per share, page 70

5.

It is generally not appropriate to present a full non-GAAP income statement for purposes of reconciling non-GAAP measures to the most directly comparable GAAP measures. Presenting a full non-GAAP income statement may attach undue prominence to the non-GAAP information. Please refer to Compliance and Disclosure Interpre

April 10, 2012

Via E-mail
Mr. Eyal Desheh Chief Financial Officer
Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tikva 49131, Israel

Re: Teva Pharmaceutical Industries Limited
  Form 20-F for Fiscal Year Ended December 31, 2011
Filed February 17, 2012
  File No. 000-16174

Dear Mr. Desheh:
 We have reviewed your filing and have the following comments.  In our comments, we
ask you to provide us with information so  we may better underst and your disclosure.
 Please respond to this letter within 10  business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe a comment applies to your facts and circ umstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
responses to our comments.
 After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Item 4: Information on the Company

Regulation
Government Reimbursement Programs, page 48
1. You have disclosed several changes due to the Healthcare Reform Act that may affect
your financial statements including increas ing Medicaid rebates, narrowing sales
definitions for average manufacturer price purposes and expanding Medicaid rebates to cover Medicaid managed care programs. You al so disclose that unde r the new legislation,
certain pharmaceutical companies are now obligated to fund 50% of the patient
obligation in the “donut hole.” Additionall y, you indicate that commencing in 2011, an
excise tax was levied against certain bra nded pharmaceutical products to be apportioned
to qualifying pharmaceutical companies acro ss the industry based on an allocation of
their governmental programs as a portion of total pharmaceutical government programs.

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited April 10, 2012 Page 2
 Please provide us proposed accounting policy disc losures to be included in your financial
statements in future periodic reports regarding thes e changes.  For example, disclose how
you are recording the amounts due for the ex cise tax assessed to pharmaceuticals and
where the amounts are classified in the income statement.  In addition, please provide us
proposed disclosure to be included in fu ture periodic reports for Management’s
Discussion and Analysis of the effects the Healthcare Reform Act had on your liquidity
and results of operations for each period pr esented and the anticipated effects the
legislation will have on your future liquidity  and results of operations.  For example,
consider disclosing, if known, your anticipated sh are of the excise tax that will be levied
on your current and future results of operations  as well as any other anticipated effects on
your results of operations of other changes in the law.
Item 5: Operating and Financial Review and Prospects

Results of Operations
Gross Profit, page 64
 2. Please expand your analysis to quantify the primary factors underl ying the changes in
gross profit for each period presented. In part icular, quantify the reduction in gross profit
margins due to the fewer number of high-marg in generic products and the increase in
gross profit margins due to sales of higher margin innovative and branded products. Also,
describe and quantify the impact of the d eclining sales of prio r year generic drug
launches, such as the 2011 decline in sales of key 2010 launches as disclosed on page 61.
In addition, quantify the component s of cost of sales other than the cost of inventory sold,
such as amortization of purchased intangible as sets and cost of regul atory actions taken in
various manufacturing facilities.

Research and Development Expenses, page 65

3. Please disclose the composition of the total research and development expense shown in
the financial statements for each period presented based on how you manage these activities.  In this regard, we believe di stinguishing between disc overy, preclinical and
clinical development categories and further by late stage, such as phase III development
categories along with providing the number of projects in each category, facilitates
investors’ understanding of the pipeline and related tre nds.  To the extent that
management has information available by th erapeutic class, such as the breakdown
beginning on page 36, we believe that this information further e nhances investors’
understanding of research and development expense and related trends.

4. For projects that are in the late stage of development such as phase III as presented
beginning page 36, unless management believes that the expected effect on results of
operations or financial position from the project  when completed will be insignificant, we
believe disclosure about each project should be enhanced to provide insight into expected
effects on future operations, financial position or liquidity.  For those projects, we would
expect the following to be discussed:

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited April 10, 2012 Page 3

 The month and year the project entered in to the current phase of development;
 Significant patents associated with th e project and their expiration dates
and/or other information, as applicable, th at provides insight into the period of
exclusivity available;

Supplemental Non-GAAP Income Data

Reconciliation between reported Net Income attri butable to Teva and Earnings per share as
reported under US GAAP to Non-GAAP Net Income  attributable to Teva and Earnings per
share, page 70
5. It is generally not appropriate to present a full non-GAAP income statement for purposes
of reconciling non-GAAP measures to the mo st directly comparable GAAP measures.
Presenting a full non-GAAP income statement may attach undue prominence to the non-
GAAP information.  Please refer to Complia nce and Disclosure Interpretation 102.10.
Liquidity and Capital Resources, page 79

6. You state on page F-15, that your “exposur e of credit risks related to other trade
receivables (i.e. outside of US) is limited due to the relatively large number of Group
customers and wide geographic dispersion.”  However your disclosure on page F-54
indicates that revenue in the European count ries approximated 30% of your total revenue
in 2011.  Given the current economic situa tion in Europe, please provide proposed
disclosure to be included in MD&A in future filings to breakdown your accounts receivable balances from product sales by each country experiencing significant
economic, fiscal and/or political strains such  that the likelihood of default would be
higher than would be anticipated  when such factors do not ex ist.  Separately disclose
amounts due, if any, directly from or funded by each country’s government. Your disclosure should provide the amount of recei vable balances that are current and those
past due showing the number of days past due.  Clearly state the allowance for doubtful
accounts for each country and provide an anal ysis of why you believe your allowance is
appropriate.
7. On page 76 you state that in 2011, you dist ributed dividends in the amount of $370
million out of your previously exempt income  and paid the corporate tax due on such
distributions. In future years, you expect to have sufficient income from non-exempt and
strategic Approved Enterprise sources to f und your dividend distri butions. You state in
Note 1u to the financial statements on page  F-14 that you have not provided deferred
taxes on the income that you intend to perm anently reinvest and not distribute as
dividends.  Please provide us propos ed disclosure to be included  in future periodic filings
for Note 14 – Income Taxes that complies with  each of the disclosu re requirements of
ASC 740-30-50-2.  Further, tell us your cons ideration of providing liquidity disclosures
in MD&A to discuss that your use of certain funds may be limited. In this regard, please
provide us proposed disclosure to be included in future periodic filings that includes a

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited April 10, 2012 Page 4
 discussion of the amount of cash and investment s that are currently held by your foreign
subsidiaries that are not available to use by the Company or its other subsidiaries outside
those foreign operations. Refer to Item 303(a )(1) of Regulation S-K and Section IV of
SEC Release 33-8350.

Notes to Consolidated Financial Statements

Note 1—Significant Accounting Policies
z. Collaboration arrangements, page F-16

8.  Please refer to your disclosure that “payments between the Company and the
counterparty to the collaboration agreement to be accounted for in accordance with
already existing generally accepted accounting principles, unless none exist, in which
case a reasonable, rational, consistent method s hould be used.”  Please explain to us those
situations when generally accepted accounti ng principles do not provide guidance for
payments between counterparties under your co llaboration agreements and describe your
accounting treatment in these situations. Revise provide proposed revise d disclosure to be
included in future pe riodic reports.
 Note 2—Certain Transactions

7) Consumer health care partnershi p with Proctor & Gamble, page F-22

9. Please describe and quantify th e principal terms gove rning this partnership agreement.
 Note 12. Commitments and Contingencies

b. Contingencies, page F-35

10. You state on page F-36 that “depending upon a co mplex analysis of a variety of legal and
commercial factors, Teva may, in certain circ umstances, elect to market a generic product
even though litigation is still pending. This could be before  any court decision is rendered
or while an appeal of a lower court decisi on is pending. To the extent Teva elects to
proceed in this manner, it could face substant ial liability for patent infringement if the
final court decision is adverse to Teva.”  You also state that in the event of a finding of
willful infringement, the damages may be up to  three times the profits lost by the patent
owner.
 To the extent that you have had significan t sales relating to drugs you have begun to
market that were subject to patent li tigation, please quantify the sales you have
recorded in your financial statements fo r each period presented and to date.
 Please quantify the maximum amount of damages that you may be required to pay
if the patent litigation is not resolved in your favor.

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited April 10, 2012 Page 5
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
   In responding to our comments, please pr ovide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 Please contact Frank Wyman, St aff Accountant, at (202) 551 -3660 or Mary Mast, Senior
Staff Accountant, at (202) 551-3613 if you have a ny questions regarding the comments. In this
regard, do not hesitate to contact me at (202) 551-3679.

Sincerely,
  /s/ Jim B. Rosenberg
Jim B. Rosenberg
Senior Assistant Chief Accountant

March 31, 2011

Mr. Eyal Desheh
Chief Financial Officer Teva Pharmaceutical Industries Limited 5 Basel Street P.O. Box 3190 Petach, Tikva  49131, Israel

Re: Teva Pharmaceutical Industries Limited
  Form 20-F for the Fiscal Year Ended December 31, 2010
  File No . 0-16174

Dear Mr. Desheh:
 We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Melissa N. Rocha
Accounting Branch Chief

CORRESP
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Correspondence

 VIA EDGAR

March 28, 2011

 Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
Jim B. Rosenberg, Senior Assistant Chief Accountant

Division of Corporation Finance

Re:
Teva Pharmaceutical Industries Limited (“Teva”)

Form 20-F for the Fiscal Year Ended December 31, 2010

File No. 000-16174

Dear Mr. Rosenberg:

 I
refer to your letter to me dated March 17, 2010, containing the comment of the Staff of the Securities and Exchange Commission (“SEC”) relating to Teva’s Form 20-F for the Fiscal Year Ended December 31, 2010, and our
response thereto, sent on our behalf concurrently with this letter. In connection with such response to the Staff’s comment, on behalf of Teva, I acknowledge that:

•

 Teva is responsible for the adequacy and accuracy of the disclosure in its filings with the SEC;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and

•

 Teva may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United
States.

 Very truly yours,

/s/ Eyal Desheh

 Eyal Desheh

Chief Financial Officer

cc:
Melissa N. Rocha (SEC)

Lisa Vanjoske (SEC)

Richard S. Egosi (Teva)

Peter H. Jakes (Willkie Farr)

Jeffrey S. Hochman (Willkie Farr)

CORRESP
1
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Response Letter

 787 Seventh Avenue

 New York,
NY 10019-6099

 Tel: 212 728 8000

 Fax:
212 728 8111

 VIA EDGAR

 March 28, 2011

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Jim B. Rosenberg, Senior Assistant Chief Accountant

Division of Corporation Finance

Re:
Teva Pharmaceutical Industries Limited

Form 20-F for the Fiscal Year Ended December 31, 2010 (the “2010 Form 20-F”)

File No. 000-16174

 Dear
Mr. Rosenberg:

 On behalf of Teva Pharmaceutical Industries Limited (“Teva”), set forth below is
Teva’s response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission contained in your letter dated March 17, 2011 to Eyal Desheh, Teva’s Chief Financial Officer. For your convenience,
we have set forth below the Staff’s comment in italics, followed by Teva’s response thereto. Please also see the separate letter of Mr. Desheh being submitted concurrently with this response letter containing Teva’s “Tandy
letter” acknowledgment.

 Form 20-F December 31, 2010

 Non-GAAP Earnings Per Share, page 68

1.
Please revise to reconcile Non-GAAP earnings per share to GAAP earnings per share. Refer to Compliance and Disclosure Interpretations: Non-GAAP Financial Measures
– Question 102.05.

 As requested, we will include an EPS reconciliation commencing with our 2011 Form
20-F. (We note that in our 2010 Form 20-F we do include a net income reconciliation, with the share information required to take this calculation to a per share level provided nearby.) We will similarly provide an EPS reconciliation in our
Supplemental Non-GAAP Income Data that we expect to include in our next quarterly report that we furnish on Form 6-K.

 Mr. Jim B. Rosenberg

 Securities and Exchange Commission

 March 28, 2011

Page 2

 Should any member of
the Staff have any questions or comments concerning this letter, please do not hesitate to call me at (212) 728-8592 or Peter Jakes of this office at (212) 728-8230.

 Very truly yours,

 /s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:
Melissa N. Rocha (SEC)

Lisa Vanjoske (SEC)

Eyal Desheh (Teva)

Richard S. Egosi (Teva)

Peter H. Jakes (Willkie)

March 17, 2011

Mr. Eyal Desheh
Chief Financial Officer Teva Pharmaceutical Industries Limited 5 Basel Street P.O. Box 3190 Petach, Tikva  49131, Israel

Re: Teva Pharmaceutical Industries Limited
  Form 20-F for the Fiscal Year Ended December 31, 2009
  File No . 0-16174

Dear Mr. Desheh:
 We have limited our review of your filing to  those issues we have addressed in our
comment.  In our comment, we ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  Where the comment requests you to revise disclosure, the in formation you provide should show us what the
revised disclosure will look like and identify the f iling in which you intend to  first include it.  If
you do not believe the comment applies to your fa cts and circumstances, please tell us why in
your response.  Please furnish us a letter on E DGAR under the form type label CORRESP that
keys your responses to our comment.
 After reviewing the information provided, we may raise additional comments and/or
request that you amend your filings.            Form 20-F December 31, 2009

 Non-GAAP Earnings Per Share, page 68

1. Please revise to reconcile Non-GAAP earnings per share to GAAP earnings per share.
Refer to Compliance and Disclosure Interp retations: Non-GAAP Fi nancial Measures -
Question 102.05.

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited March 17, 2011 Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filings to be certain that the filings include the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
  In responding to our comment, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 You may contact Lisa Vanjoske, Assistan t Chief Accountant, at (202) 551-3614 or
Melissa N. Rocha, Accounting Branch Chief,  at (202) 551-3854 if you have any questions
regarding the comments.   In this regard, do not hesitate to contact  me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

July 8, 2010

Mr. Eyal Desheh Chief Financial Officer  Teva Pharmaceutical Industries Limited     5 Basel Street P.O. Box 3190 Petach, Tikva 49131, Israel
Re: Teva Pharmaceutical Industries Limited
  Form 20-F for the Fiscal Year Ended December 31, 2009
File No. 000-16174

Dear Mr. Desheh:

We have completed our review of your Form  20-F and do not have any further comments
at this time.
Sincerely,

Gus Rodriguez Accounting Branch Chief

CORRESP
1
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    t5637758.htm

VIA EDGAR

June 2, 2010

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Jim B. Rosenberg, Senior Assistant Chief Accountant

Division of Corporation Finance

Re:

Teva Pharmaceutical Industries Limited (“Teva”)

Form 20-F for the Fiscal Year Ended December 31, 2009

File No. 000-16174

Dear Mr. Rosenberg:

I refer to your letter to me dated May 17, 2010, containing comments of the Staff of the Securities and Exchange Commission (“SEC”) relating to Teva’s Form 20-F for the Fiscal Year Ended December 31, 2009, and our responses thereto, sent on our behalf concurrently with this letter.   In connection with such responses to the Staff’s comments, on behalf of Teva, I acknowledge that:

·

Teva is responsible for the adequacy and accuracy of the disclosure in its filings with the SEC;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and

·

Teva may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Very truly yours,

/s/ Eyal Desheh

Eyal Desheh

Chief Financial Officer

cc:       Don Abbott (SEC)

Frank Wyman (SEC)

Richard S. Egosi (Teva)

Peter H. Jakes (Willkie Farr)

Jeffrey S. Hochman (Willkie Farr)

CORRESP
1
filename1.htm

    t5636801.htm

Willkie Farr & Gallagher LLP

                               787 Seventh Avenue

                               New York, NY 10019-6099

                               Tel:  212 728 8000

                               Fax: 212 728 8111

VIA EDGAR

June 2, 2010

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Jim B. Rosenberg, Senior Assistant Chief Accountant

          Division of Corporation Finance

Re:

Teva Pharmaceutical Industries Limited

Form 20-F for the Fiscal Year Ended December 31, 2009 (the “2009 Form 20-F”)

File No. 000-16174

Dear Mr. Rosenberg:

On behalf of Teva Pharmaceutical Industries Limited (“Teva” or the “Company”), set forth below is Teva’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”) contained in your letter dated May 17, 2010 to Eyal Desheh, Teva’s Chief Financial Officer.  For your convenience, we have set forth below the Staff’s comments in italics, followed by Teva’s responses thereto.  As noted below, we propose to make any enhancements to our disclosure in our next Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2010 (the “2010 Form 20-F”) or in our report on Form 6-K with respect to the quarter ending June 30, 2010 that we expect to file in August 2010 (the “2Q 2010 Form 6-K”).  Please also see the separate letter of Mr. Desheh being submitted concurrently with this response letter containing Teva’s “Tandy letter” acknowledgment.

Item 5:  Operating and Financial Review and Prospects

Results of Operations

Sales by Product Line, page 54

1.

You have described but not quantified the factors that have driven sales growth for your generic products.  Please quantify the impact on your generic product sales due to the specific factors described in your analysis of sales growth by geographic area for each period presented.  In revising your disclosure, ensure that you address all elements encompassed by Item 5A.1 of Form 20-F.

As currently organized, our 2009 Form 20-F provides on pages 53-54 a chart depicting our sales by geographical area for the relevant years, followed by another chart of our  sales by product line.  The discussion that follows these charts tracks the sales by geographical area, combining the significant elements of the various product lines.

New York    Washington    Paris    London    Milan    Rome    Frankfurt    Brussels

in alliance with Dickson Minto W.S., London and Edinburgh

Mr. Jim B. Rosenberg

Securities and Exchange Commission

June 2, 2010

Page 2

In an effort to improve our disclosure regarding our “Generics and other” product line, as requested by this comment, we propose to add, commencing with our 2Q 2010 Form 6-K, a new section entitled “Generics and Other,” with our sales discussion reorganized as follows:

·

We would continue to include the sales by geographical area chart at the beginning of this section.

·

This would be followed by a discussion of sales by geographical area, similar to the current organization.

·

The sales by product line chart would be moved to follow this section, which would then be accompanied by a new “Generics and Other” section that would discuss the material factors affecting these sales in the relevant periods.  (See the proposed disclosure below.)  We would refer in this section to the relevant factors discussed above in the discussion of our North American sales (rather than repeat them in full) to avoid unnecessary duplication.

·

A discussion of sales of our other product lines would then follow, similar to our existing description commencing on page 59 of our 2009 Form 20-F.

Accordingly, following the sales by product line chart moved from page 54, we would expect to include in our 2010 Form 20-F the following new disclosure relating to our comparison of our 2009 generics and other sales vs. 2008 (with our disclosure for the 2010 vs. 2009 comparison in our 2010 Form 20-F, as well as our disclosure in our 2Q 2010 Form 6-K, taking a similar approach, as applicable):

Generics and Other

Sales of generics and other products grew by $1,621 million, or 21%, in 2009 over 2008.  Our largest market for generics is the United States, comprising 53% of the total generics and other sales in 2009 and growing by $1,003 million, or 25%, over 2008.  U.S. sales benefited from approximately $2 billion of products sold in 2009 that were not sold in 2008, primarily due to sales of products contributed from the Barr portfolio and new product launches (with each contributing approximately half), as discussed above under “-- Sales -- North America.”   These new product additions were partially offset by declines in both the volume and price of sales of previously existing products, primarily those products for which we had exclusive or semi-exclusive rights in 2008, such as Lamictal® (lamotrigine), Wellbutrin XL® (buproprion 150mg) and Risperdal® (risperidone), as well as lower sales of Teva Animal Health, as discussed above under “-- Sales -- North America.”

Mr. Jim B. Rosenberg

Securities and Exchange Commission

June 2, 2010

Page 3

Generics and other products from non-U.S. markets grew by $618 million, or 17%, in 2009 over 2008, primarily driven by the addition of Barr’s European subsidiary, Pliva, and the full year impact of the acquisition of Bentley in 2008.  This growth was partially offset by the impact of foreign currency exchange differences of approximately $490 million.

We note, however, that we are not able to provide a more specific quantification of the contribution of Barr's historical generic sales, nor do we believe that an estimate would be meaningful to investors, due to the following reasons: (a) the operations of the two companies were integrated almost immediately, with sales of previous Barr products made by Teva, making it difficult to determine what share of certain products is Barr or Teva; (b) a number of overlapping products sold by both Barr and Teva were divested to competitors either from the Barr portfolio or the Teva portfolio, but the combined company continued to sell those products as well; and (c) sales of certain products in the Barr portfolio increased by virtue of the increased distribution capabilities and customer relationships of Teva.

Tax Rate, page 63

2.

You disclose that the lower effective tax rate in 2009 was “primarily due to legal settlements, restructuring and impairment charges that reduced pre-tax income in jurisdictions of subsidiaries, whose tax rates are above Teva’s average tax rate.”  Revise your disclosure herein to quantify the effect of each of these charges in lowering the effective tax rate and the reason why each reduced the effective tax rate as compared to the 2008 rate.  Tell us where each in included within the rate reconciliation in Note 14.b. to your financial statements.  Further, it appears to us that there may be significant changes in the reconciling items within your rate reconciliation during 2009 as compared to 2008 that are unrelated to the legal settlements, restructuring and impairment charges, such as tax benefits arising from reduced tax rates under benefit programs, uncertain tax positions, acquisition of IPR&D and release of prior years’ provisions.  Revise your disclosure to explain why each reconciling item changed during 2009 as compared to 2008, and to quantify its effect on your effective tax rate in 2009 as compared to 2008.  Further, disclose the expected effect on future operations and financial position of any known events, trends, uncertainties or commitments related to these reconciling items.

As explained on page 63 of our 2009 Form 20-F, our higher tax rate in 2008 was mainly affected by a non-tax deductible write-off of research and development in process related to the acquisitions of Barr and Cogenesys, which reduced our pre-tax income during the period.  Excluding the impact of the non-deductible write-off of research and development in process acquired, our effective tax rates for both 2009 and 2008 would have been approximately 8%, as reflected in the table below:

Mr. Jim B. Rosenberg

Securities and Exchange Commission

June 2, 2010

Page 4

(U.S. dollars in millions)

Year ended December 31,

2009

2008

Income before income taxes

$2,203

$800

Non-deductible write off of research and development in process acquired in business combinations

-

1,402

Adjusted income before income taxes

$2,203

$2,202

Provision for income taxes

$166

$184

Effective tax rate on adjusted income before income taxes

7.5%

8.4%

As shown in the rate reconciliation table included in note 14b to our financial statements and further explained in the note to such table, the percentages fluctuated substantially in 2008 as our income before income taxes that year was significantly lower due to this write-off of research and development in process in the amount of $1,402 million, as a result of the acquisitions consummated that year.  For a more meaningful reconciliation between our statutory tax rate and our effective tax rate, set forth below is an adjusted reconciliation table excluding the non-deductible write-off of research and development in process from our income before income taxes:

(U.S. dollars in millions)

Year ended December 31,

2009

2008

Adjusted income before income taxes*

$2,203

$2,202

Statutory tax rate in Israel

26%

27%

Different effective tax rates applicable to non-Israeli subsidiaries

(4)%

(6)%

Tax benefits arising from reduced tax rates under benefit programs

(19)%

(26)%

Uncertain tax positions

4%

13%

Other*

-

**

Effective consolidated tax rate*

7.5%

8.4%

Provision for income taxes

$166

$184

* Excluding non-deductible write-off of research and development in process acquired.

**Less than 1%.

Mr. Jim B. Rosenberg

Securities and Exchange Commission

June 2, 2010

Page 5

As can be seen from the above table, once we adjust for the non-deductible write off of research and development in process, the differences between the reconciling items of 2008 and 2009 are significantly lower.  These reconciling items are derived from numerous legal entities in various tax jurisdictions which are involved in the development, manufacturing, marketing and distribution of pharmaceuticals, which largely recur each year to varying degrees.  There are a multiplicity of factors that impact these reconciling items, with no individual factor or factors being significant to warrant specific disclosure in explaining the year-to-year changes in our tax rate during this period.

Given that our effective tax rate is thus substantially lower than the Israeli statutory tax rate each year, we believe that a reconciliation to the Israeli statutory rate is less relevant to investors; instead, we focus our “Operating and Financial Review and Prospects” disclosure on the meaningful differences in effective tax rate from year to year, highlighting significant factors relevant to each period.  Thus, in our discussion of our 2009 tax rates we identify the legal settlements, restructuring and impairment charges as notable items that resulted in the marginal decrease from what our effective tax rate would otherwise be. We did not believe it necessary to repeat that the significant factor that we identified with respect to 2008 (the non-deductible write off of research and development in process) did not recur in 2009, and we do not believe, due to the minor change in our tax rate in 2009 as compared to 2008 (i.e., without such non-deductible write-off), that further quantification of these factors that affected 2009 is material to investors.  (In the rate reconciliation above, these legal settlements, restructuring and impairment charges are included under different effective tax rates applicable to non-Israeli subsidiaries line item.)

In order to clarify this explanation and to more closely align our discussion of tax rates with the reconciliation table, we propose to modify our discussion of tax rates with respect to 2009 and 2008 (with similar disclosure with respect to 2010, to the extent applicable) commencing with our 2010 Form 20-F, as follows:

The provision for taxes amounted to $166 million, or 7.5% of pre-tax income of $2,203 million in 2009.  In 2008, the provision for taxes amounted to $184 million, or 23.0% of pre-tax income of $800 million.  The higher tax rate in 2008 was mainly the result of a non tax-deductible write-off of research and development in process related to the acquisitions of Barr and Cogenesys that reduced Teva’s pre-tax income that year.  Excluding the impact of this write-off, the effective tax rate for 2008 would have been 8.4%, compared to an effective tax rate of 7.5% in 2009.  This small decrease in the effective tax rate in 2009 was primarily due to a variety of factors, such as different effective tax rates applicable to non-Israeli subsidiaries that have tax rates above Teva’s average tax rate (including the impact of legal settlements, restructuring and impairment charges on such subsidiaries), tax benefits arising from reduced tax rates under benefit programs and changes in uncertain tax positions.

Mr. Jim B. Rosenberg

Securities and Exchange Commission

June 2, 2010

Page 6

We are not aware of the expected effect on future operations and financial position of any known events, trends, uncertainties or commitments related to these reconciling items. In future acquisitions, acquired research and development in process will no longer be written off immediately upon acquisition, but will be capitalized. Consequently, we do not expect this to impact our effective tax rates in the future.

Notes to Consolidated Financial Statements

Note 1--Significant Accounting Policies

q.  Research and development expenses, page F-13

3.

Please refer to your disclosure that “in-process R&D acquired as part of an asset purchase is expensed as incurred.”  Please tell us how your accounting policy complies with ASC 730-10-25-2c, which prescribes that intangible assets acquired from others may be capitalized under certain circumstances.

In-process R&D acquired as part of an asset purchase, which has not reached technological feasibility and has no alternative future use, is expensed as incurred.  In order to clarify this, we propose to modify this disclosure, commencing with our 2010 Form 20-F, as follows:

In-process R&D acquired as part of an asset purchase, which has not reached technological feasibility and has no alternative future use, is expensed as incurred.

Note 12--Commitments and Contingencies

Intellectual Property Matters, page F-33

4.

You disclose that currently a number of products launched from 2004 through 2009 are subject to patent litigation and that resulting judgments against Teva could be material to its results of operations in a given period.  Please revise to disclose the loss contingency accruals at December 31, 2009 and an estimate of the related possible loss or range of loss or state that such estimates cannot be made.  Refer to ASC 450-20-50.

The only accrual for a loss contingency related to patent litigation at December 31, 2009 and discussed in note 12 to our 2009 financial statements is for the AZT matter discussed on page F-33.  No disclosure of the amount of this accrual was made because it is immaterial.  Teva did enter into settlement agreements with respect to two other litigations (omeprazole, discussed on page F-34, and famciclovir, discussed on page F-35), but, as they do not involve loss contingencies, no further disclosure of the settlement amounts is included in this note.

With regard to disclosure of the estimate of the related possible loss or range of loss, we note that this disclosure is included on page F-33 (in the first full paragraph on the page, above the “Intellectual Property Matters” section):

Mr. Jim B. Rosenberg

Securities and Exchange Commission

CORRESP
1
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WILLKIE FARR & GALLAGHER llp

787 Seventh Avenue

New York, NY 10019-6099

Tel:  212 728 8000

Fax:  212 728 8111

VIA EDGAR

May 26, 2010

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:       Jim B. Rosenberg, Senior Assistant Chief Accountant

Division of Corporation Finance

Re:

Teva Pharmaceutical Industries Limited

Form 20-F for the Fiscal Year Ended December 31, 2009

File No. 000-16174

Dear Mr. Rosenberg:

I refer to your letter dated May 17, 2010 to Eyal Desheh, Chief Financial Officer of Teva Pharmaceutical Industries Limited, regarding Teva’s Form 20-F for the Fiscal Year Ended December 31, 2009.  Teva is actively working on its responses to the comments of the Staff raised in the letter and expects to submit its responses in early June.

Should any member of the Staff have any questions, please do not hesitate to call me at (212) 728-8592.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:       Don Abbott (SEC)

Frank Wyman (SEC)

Eyal Desheh (Teva)

Richard S. Egosi (Teva)

Peter H. Jakes (Willkie)

New York    Washington    Paris    London    Milan    Rome    Frankfurt    Brussels

in alliance with Dickson Minto W.S., London and Edinburgh

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                    May 17, 2010   Mr. Eyal Desheh Chief Financial Officer  Teva Pharmaceutical Industries Limited     5 Basel Street P.O. Box 3190 Petach, Tikva 49131, Israel
Re: Teva Pharmaceutical Industries Limited
 Form 20-F for the Fiscal Year Ended December 31, 2009
File No. 000-16174
 Dear Mr. Desheh:

We have reviewed your filing and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure.  Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.    Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Item 5: Operating and Financial Review and Prospects

 Results of Operations

Sales by Product Line, page 54

1. You have described but not quantified the factors that have driven sales growth
for your generic products. Please quantif y the impact on your generic product
sales due to the specific factors descri bed in your analysis of sales growth by

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited     May 17, 2010 Page 2
 geographic area for each period presented.  In revising your disclosure, ensure
that you address all elements encomp assed by Item 5A.1 of Form 20-F.

Tax Rate, page 63

2. You disclose that the lower effective tax rate in 2009 wa s “primarily due to legal
settlements, restructuring and impairment charges that reduced pre-tax income in
jurisdictions of subsidiaries, whose tax ra tes are above Teva’s average tax rate.”
Revise your disclosure herein to quantify the effect of each of these charges in
lowering the effective tax rate and the reason why each reduced the effective tax
rate as compared to the 2008 rate.  Tell us  where each is includ ed within the rate
reconciliation in Note 14.b. to your financial statements.   Further, it appears to us
that there may be significant changes in  the reconciling items within your rate
reconciliation during 2009 as  compared to 2008 that are unrelated to the legal
settlements, restructuring and impairment charges, such as tax benefits arising
from reduced tax rates under benefit programs, uncertain tax positions, acquisition
of IPR&D and release of prior years’ provisions. Revise your disclosure to
explain why each reconciling item changed during 2009 as compared to 2008, and to quantify its effect on your effective tax rate in 2009 as compared to 2008.
Further, disclose the expected effect on future operations and financial position of
any known events, trends, uncertainties or commitments related to these
reconciling items.

Notes to Consolidated Financial Statements

 Note 1—Significant Accounting Policies

q. Research and development expenses, page F-13
3. Please refer to your disclosure that “in-pr ocess R&D acquired as part of an asset
purchase is expensed as incurred.”  Please tell us how your accounting policy
complies with ASC 730-10-25-2c, which pr escribes that intangible assets
acquired from others may be capita lized under certain circumstances.
 Note 12—Commitments and Contingencies

 Intellectual Property Matters, page F-33

4. You disclose that currently a numbe r of products launched from 2004 through
2009 are subject to patent litigation and that resulting judgments against Teva could be material to its results of operati ons in a given period.  Please revise to
disclose the loss contingency accruals at December 31, 2009 and an estimate of
the related possible loss or range of loss or state that such estimates cannot be
made. Refer to ASC 450-20-50.
*    *    *    *

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited     May 17, 2010 Page 3
    Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Frank Wyman, Staff A ccountant, at (202) 551-3660 or Don
Abbott, Senior Staff Accountant, at (202) 551-3608, if you have any questions regarding
these comments. In this regard, do not he sitate to contact me at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                  October 19, 2009
Mr. Eyal Desheh Chief Financial Officer Teva Pharmaceutical Industries Limited 5 Basel Street  P.O. Box 3190  Petach Tikva 49131, Israel

Re: Teva Pharmaceutical Industries Limited
 Form 20-F for the Year Ended December 31, 2008  Filed February 27, 2009
 Form 6-K filed May 7, 2009
File No. 000-16174

Dear Mr. Desheh:

We have completed our review of your Form 10-K and have no further comments
at this time.
Sincerely,

Gus Rodriguez
Accounting Branch Chief

CORRESP
1
filename1.htm

            VIA EDGAR

            October 05, 2009

            Securities and Exchange Commission

            100 F Street, N.E.

            Washington, D.C. 20549

            Attn: Jim B. Rosenberg, Senior Assistant Chief Accountant

                            Division of Corporation Finance

                            Re:

                            Teva Pharmaceutical Industries Limited (“Teva”)

                            Form 20-F for the Fiscal Year Ended December 31, 2008

                            filed February 27, 2009

                            Form 6-K filed May 7, 2009

                            File No. 000-16174

            Dear Mr. Rosenberg:

            I refer to your letter to me dated July 29, 2009, containing comments of the Staff of the Securities and Exchange Commission relating to the above-referenced filings with the SEC, and our responses thereto, sent on our behalf on August 13, 2009. In connection with such responses to the Staff’s comments, on behalf of Teva, I acknowledge that:

                            •

                            Teva is responsible for the adequacy and accuracy of the disclosure in its filings with the SEC;

                            •

                            Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and

                            •

                            Teva may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

            Very truly yours,

            /s/  Eyal Desheh

            Eyal Desheh

            Chief Financial Officer

                            cc:

                            Mark Brunhofer (SEC)

            Ibolya Ignat (SEC)

            Shimrit Shem-Tov (Teva)

            Uzi Karniel (Teva)

            Richard S. Egosi (Teva)

            Peter H. Jakes (Willkie Farr)

            Jeffrey S. Hochman (Willkie Farr)

CORRESP
1
filename1.htm

            787 Seventh Avenue

            New York, NY 10019-6099

            Tel: 212 728 8000

            Fax: 212 728 8111

            VIA EDGAR

            August 13, 2009

            Securities and Exchange Commission

            100 F Street, N.E.

            Washington, D.C. 20549

            Attn: Jim B. Rosenberg, Senior Assistant Chief Accountant

                            Division of Corporation Finance

                            Re:

                            Teva Pharmaceutical Industries Limited

                            Form 20-F for the Fiscal Year Ended December 31, 2008

                            filed February 27, 2009 (the “2008 Form 20-F”)

                            Form 6-K filed May 7, 2009

                            File No. 000-16174

            Dear Mr. Rosenberg:

            On behalf of Teva Pharmaceutical Industries Limited (“Teva” or the “Company”), set forth below is Teva’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange
            Commission (“SEC”) contained in your letter dated July 29, 2009 to Eyal Desheh, Teva’s Chief Financial Officer. For your convenience, we have set forth below the Staff’s comments in italics, followed by Teva’s responses thereto. As noted below, we propose to make any enhancements to our disclosure in our next Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2009 (the
            “2009 Form 20-F”) or in our report on Form 6-K with respect to the quarter ending September 30, 2009 that we expect to file in November 2009 (the “3Q 2009 Form 6-K”).

            Form 20-F for the Fiscal Year Ended December 31, 2008

            Notes to the Consolidated Financial Statements

            Note 1 - Significant Accounting Policies:

            1. Revenue Recognition, page F-12

                            1.

                            Please revise to describe under what certain conditions, as referred to on page 64, and time period over which you accept customer returns and to disclose the following:

                            •

                            whether you refund the sales price either in cash or credit, or whether you exchange the product from your inventory;

                NEW YORK WASHINGTON PARIS LONDON MILAN ROME FRANKFURT BRUSSELS

                in alliance with Dickson Minto W.S., London and Edinburgh

                Mr. Jim B. Rosenberg

                Securities and Exchange Commission

                August 13, 2009

                Page 2

                            •

                            the circumstances under which product returned is destroyed or placed back in inventory; and

                            •

                            for those returns that you exchange the product from your inventory, how you account for your estimate of these returns at the time of sale of the product and how you account for returns at the date they are actually returned to you. Provide us an analysis supporting your accounting treatment with reference to the authoritative literature you rely
                            upon to support your accounting. It also may be helpful to provide us an example showing the journal entries made.

            Reserves for sales returns to U.S. customers amounted to $376 million as of December 31, 2008 and represented approximately 95% of our total reserves for sales returns. As disclosed in the table on page 65 of our 2008 Form 20-F, credits and payments for sales returns in the U.S. amounted to $107 million and $104 million for the years ended December 31, 2008 and 2007,
            respectively.

            In the U.S., returns occur for two primary reasons: (1) expiration of the products or (2) misshipments/misorders by customers, which we refer to as “return to stock”. Returns for expiration represent approximately 95% of total returns by dollar value. Products returned for expiration may be returned within one year following the expiration date stated on the package. These
            returns are destroyed, and credits and/or refunds are issued to the customers for the value of the returns. Returns to stock (which include “exchanges of stock” due to misshipments or misorders) represent approximately 5% of total returns by dollar value. Our reserve for estimated sales returns relates to both types of returns. As these “exchanges of stock” are not material, we have not provided additional disclosure.

            To clarify the “certain conditions” we accept for customer returns, we propose modifying our disclosure regarding returns within the “Critical Accounting Policies” under “Operating and Financial Review and Prospects” commencing with our 2009 Form 20-F to add the following (replacing the existing “Under certain conditions”
            sentence):

            Returns primarily relate to customer returns for expired products which the customer has the right to return up to one year following the expiration date. Such returned products are destroyed, and credits and/or refunds are issued to the customer for the value of the returns.

                Mr. Jim B. Rosenberg

                Securities and Exchange Commission

                August 13, 2009

                Page 3

                Note 2 - Certain Transactions:

                a. Acquisitions: 1) Acquisition of Barr Pharmaceuticals, Inc., page F-15

                            2.

                            Please provide us your analysis of the applicability of EITF 04-01 to the preexisting relationship between the company and Barr Pharmaceuticals, Inc. Revise your disclosures to provide all of the disclosures required by paragraph 8 of the EITF.

            In connection with the Barr acquisition, we identified two pre-existing relationships between Teva and Barr: a royalty arrangement related to fexofenadine and sales of API products. Under the fexofenadine agreement with Teva, Barr recognized royalties of approximately $25 million in 2008. This contract expired in 2010 (independent of the acquisition), and therefore the value ascribed
            to it was insignificant ($6 million). In addition, Teva sold approximately $30 million of API products to Barr in 2008. In addition to being inconsequential, these sales were made on market terms on a purchase order basis and were not subject to any binding agreements. Accordingly, no disclosure of these relationships was provided under EITF 04-01.

            Note 13 - Shareholder’s Equity:

            c. Stock-based compensation plans, page F-40

                            3.

                            You disclose in Note 1a that the functional currency of your Israeli and U.S. operations is the U.S. dollar and that the functional currencies of most of your remaining subsidiaries and associated companies is their respective local currency. On page 86, you indicate that your ordinary shares trade on the Tel Aviv Stock Exchange and that your
                            American Depositary Shares trade on the NASDAQ Global Select Market, the SEAQ International in London and on the exchanges in Frankfurt and Berlin. It is also apparent from your disclosure on page 82 that you have employees in Israel, Asia, Europe and the Americas and from your Segment note 17, that a significant amount of your revenues are generated outside Israel or the U.S. Please explain to us whether you grant share-based awards to employees outside Israel or
                            the U.S. If so, please explain to us whether the exercise prices are denominated in currencies other than the U.S. dollar and whether you account for these awards as liabilities under paragraph 33 of SFAS 123R. Otherwise, please explain to us how you account for these awards and reference the authoritative literature you rely upon to support your accounting.

            Teva does grant share-based awards to its employees outside of Israel and the U.S. The exercise prices of these grants are denominated in U.S. dollars. The grants are accounted for as equity-based awards in accordance with SFAS 123R.

            Form 6-K filed May 7, 2009

            Consolidated Statements of Cash Flow (March 31, 2009), page 5

                            4.

                            You begin your cash flow statements with “net income attributable to Teva.” Please revise your cash flow statements to begin with “net income” as required by paragraph 28 of SFAS 95.

                As requested, Teva will change the cash flow statements to begin with “net income” as required by paragraph 28 of SFAS 95, commencing with its 3Q 2009 Form 6-K.

                Mr. Jim B. Rosenberg

                Securities and Exchange Commission

                August 13, 2009

                Page 4

            Operating and Financial Review and Prospects (March 31, 2009)

            Tax Rate, page 25

                            5.

                            You disclose that your 5% effective tax rate for the first quarter of 2009 was low due to the tax effect of the inventory step-up expenses and other acquisition-related charges recorded in the quarter. Please disclose the dollar amount, separately for each of these two categories, by which each reduced your provision for income taxes and explain why
                            these are apparently deductible in the quarter ended March 31, 2009 for tax purposes but not for financial statement purposes. Disclose, for each of these categories, when they will be deductible for financial statement purposes. Also, tell us your financial statement income tax accounting (current and deferred) for these items, including your accounting for the income tax effects in your purchase price allocation, and how your accounting treatment complies with SFAS
                            109.

            Teva’s consolidated annualized effective tax rate, in accordance with APB 28, is determined by the weighted average pre-tax income in each of the jurisdictions where it has operations. A year with a lower portion of pre-tax income coming from high tax rate jurisdictions (such as the U.S.) will result in a lower effective tax rate.

            At December 31, 2008, in connection with the Barr acquisition and in accordance with SFAS 141, Teva established deferred taxes on relevant items that were valued as part of the purchase price allocation. These items include, among other things, inventory step-up and identified intangible assets (mainly product rights). In subsequent periods, as these items are recorded in earnings,
            the deferred taxes established are utilized in accordance with SFAS 109.

            In 2009, mainly as a result of the acquisition-related charges, our pre-tax income from the U.S. (a high tax rate jurisdiction, as noted above) is expected to be lower as compared to 2008, resulting in a lower effective tax rate for the Company as a whole for this year. To clarify that our lower tax rate is the result of lower net income in the U.S. due to these charges (i.e.,
            not due to the tax effect of the charges), we will include disclosure in our 3Q 2009 Form 6-K along the following lines (assuming no other items impact the tax rate):

            The provision for taxes for the third quarter of 2009 amounted to $___ million, or __% of pre-tax income of $____ million. The provision for taxes in the comparable quarter of 2008 was $___ million, or ___% of pre-tax income. The lower tax rate in 2009 is the result of lower pre-tax income in high-tax jurisdictions (mainly the U.S. as a result of charges related to the Barr
            acquisition).

                * * * * * *

                Mr. Jim B. Rosenberg

                Securities and Exchange Commission

                August 13, 2009

                Page 5

                            In submitting this response to the Staff’s comments, on behalf of Teva, we acknowledge that:

                            •

                            the Company is responsible for the adequacy and accuracy of the disclosure in its filings with the SEC;

                            •

                            Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and

                            •

                            the Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

            Should any member of the Staff have any questions or comments concerning this letter, please do not hesitate to call me at (212) 728-8592 or Peter Jakes of this office at (212) 728-8230..

            Very truly yours,

            /s/ Jeffrey S. Hochman

            Jeffrey S. Hochman

                            cc:

                            Mark Brunhofer (SEC)

            Ibolya Ignat (SEC)

            Eyal Desheh (Teva)

            Shimrit Shem-Tov (Teva)

            Uzi Karniel (Teva)

            Richard S. Egosi (Teva)

            Peter H. Jakes (Willkie)

Via Facsimile and U.S. Mail
Mail Stop 4720

                                                                                              July 29, 2009

 Mr. Eyal Desheh Chief Financial Officer Teva Pharmaceutical Industries Limited 5 Basel Street  P.O. Box 3190  Petach Tikva 49131, Israel

Re: Teva Pharmaceutical Industries Limited
 Form 20-F for the Year Ended December 31, 2008  Filed February 27, 2009
 Form 6-K filed May 7, 2009
File No. 000-16174

Dear Mr. Desheh:

We have reviewed your filings and have the following comments. We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ents.  In our comments, we
ask you to provide us with information to  better understand your disclosure. Where a
comment requests you to revise disclosure, the information you provide should show us
what the revised disclosure will look like a nd identify the annual or quarterly filing, as
applicable, in which you intend to first incl ude it.  If you do not believe that revised
disclosure is necessary, e xplain the reason in your res ponse.  After reviewing the
information provided, we may raise additiona l comments and/or request that you amend
your filing.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited July 29, 2009 Page 2
 Form 20-F for the Fiscal Year Ended December 31, 2008

Notes to the Consolidated Financial Statements

Note 1 - Significant Accounting Polices:
l. Revenue Recognition, page F-12
  1. Please revise to describe under what certa in conditions, as referred to on page 64,
and time period over which you accept customer returns and to disclose the following:
• whether you refund the sales price either  in cash or credit, or whether you
exchange the product from your inventory;
• the circumstances under which product returned is destro yed or placed back in
inventory; and
• for those returns that you exchange the product from your inventory,  how you
account for your estimate of these return s at the time of sale of the product
and how you account for returns at the date they are actually returned to you.
Provide us an analysis supporting your accounting treatment with reference to the authoritative literatur e you rely upon to support your accounting.  It also
may be helpful to provide us an example showing the journal entries made.

Note 2-Certain Transactions:

a.  Acquisitions:  1) Acquisition of Barr Pharmaceuticals, Inc., page F-15

2. Please provide us your analysis of th e applicability of EITF 04-01 to the
preexisting relationship between the comp any and Barr Pharmaceuticals, Inc.
Revise your disclosures to provide all of the disclosures required by paragraph 8
of the EITF.
 Note 13-Shareholder’s Equity:

c.  Stock-based compensation plans, page F-40

3. You disclose in Note 1a that the func tional currency of your  Israeli and U.S.
operations is the U.S. dollar and that the functional currencies of most of your
remaining subsidiaries and associated companies is their respective local currency.  On page 86, you indicate that your ordinary shares trade on the Tel
Aviv Stock Exchange and that your Amer ican Depositary Shares trade on the
NASDAQ Global Select Mark et, the SEAQ International in London and on the
exchanges in Frankfurt and Berlin.  It is  also apparent from  your disclosure on
page 82 that you have employees in Isra el, Asia, Europe and the Americas and
from your Segment note 17, that a si gnificant amount of your revenues are
generated outside Israel or the US.  Pl ease explain to us whether you grant share-
based awards to employees outside Israel or the US.  If so, please explain to us
whether the exercise prices are denomina ted in currencies other than the U.S.

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited July 29, 2009 Page 3
 dollar and whether you account for these aw ards as liabilities under paragraph 33
of SFAS 123R.  Otherwise, please explai n to us how you account for these awards
and reference the authoritative lite rature you rely upon to support your
accounting.

Form 6-K filed May 7, 2009

Consolidated Statements of Cash Flow (March 31, 2009), page 5

4. You begin your cash flow statements with “net income attributable to Teva.”
Please revise your cash flow statements to  begin with “net income” as required by
paragraph 28 of SFAS 95.

Operating and Financial Review  and Prospects (March 31, 2009)

Tax Rate, page 25

5. You disclose that your 5% effective tax rate for the first quarter of 2009 was low
due to the tax effect of the inventory step-up expenses and other acquisition-
related charges recorded in the quarter.  Please di sclose the dollar amount,
separately for each of these two categor ies, by which each reduced your provision
for income taxes and explain why these ar e apparently deductib le in the quarter
ended March 31, 2009 for tax purposes but not  for financial statement purposes.
Disclose, for each of these categories, when they will be deductible for financial statement purposes.  Also, tell us your financial statement income tax accounting
(current and deferred) for these items, in cluding your accoun ting for the income
tax effects in your purchase price allo cation, and how your accounting treatment
complies with SFAS 109.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Eyal Desheh
Teva Pharmaceutical Industries Limited July 29, 2009 Page 4
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
You may contact Ibolya I gnat, Staff Accountant at  (202) 551-3656, or Mark
Brunhofer, Senior Staff Account ant, at (202) 551-3638 if you have questions regarding
these comments.  In this regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg  Senior Assistant Chief
Accountant

CORRESP
1
filename1.htm

CORRESP

Teva Pharmaceutical Industries Limited

5 Basel Street

P.O. Box 3190

Petach Tikva 49131

Israel

VIA EDGAR AND FACSIMILE

October 14, 2008

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Mr. Jeffrey Riedler, Assistant Director

    Re:

    Registration Statement on Form F-4 (File No. 333-153497)

Ladies and Gentlemen:

     Pursuant to Rule 461 of the Securities Act of 1933, as amended, Teva Pharmaceutical Industries
Limited (the “Registrant”) hereby requests that the effective date of its above-referenced
Registration Statement on Form F-4 initially filed with the Securities and Exchange Commission (the
“Commission”) on September 16, 2008, as amended (the “Registration Statement”), be accelerated so
that the Registration Statement will become effective at 9:00 a.m., New York City time, on October 15, 2008, or as soon thereafter as may be practicable.

     The Registrant hereby acknowledges that:

    •

    should the Commission or the staff of the Commission (the “Staff”), acting
pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the
Registration Statement;

    •

    the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does not relieve the
Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the Registration Statement; and

    •

    the Registrant may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Securities and Exchange Commission

October 14, 2008

Page Two

Very truly yours,

Teva Pharmaceutical Industries Limited

    By:

    /s/  Eyal Desheh

    Name:

    Eyal Desheh

    Title:

    C.F.O.

CORRESP
1
filename1.htm

RESPONSE LETTER

[LETTERHEAD OF WILLKIE FARR & GALLAGHER LLP]

VIA EDGAR

September 25, 2008

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Jeffrey Riedler,

Assistant Director

       Re:  Teva Pharmaceutical Industries Limited

                Registration Statement on Form F-4

                Filed September 16, 2008

                File No. 333-153497

Dear Mr. Riedler:

     On behalf of Teva Pharmaceutical Industries Limited (“Teva”), set forth
below is Teva’s response to the comment of the staff (the “Staff”) of the
Securities and Exchange Commission to the above-referenced Registration
Statement on Form F-4 (the “Registration Statement”), which was furnished by
your letter dated September 24, 2008 to William S. Marth. For your
convenience, we have set forth below the Staff’s comment in italics, followed
by Teva’s response thereto.

Form F-4

THE MERGER, page 31

1.

    We note that
Lehman Brothers Inc. served as your financial advisor. If you have
received a report, opinion, or appraisal from Lehman Brothers Inc.
that is related to your transaction with Barr Pharmaceuticals, Inc.,
that is related to your transaction with Barr Pharmaceuticals, Inc.,
 please provide all information required by Item 4(b) of Form F-4 and
Item 1015 of Regulation M-A.  Please note that any such report,
opinion, or appraisal must
also be furnished as an exhibit under Item 21(c) of Form F-4.

     If
Lehman Brothers Inc. did not provide a report, opinion or appraisal, please describe the services they provided as your financial advisor.

Item 4(b) of Form F-4 provides that “[if] a report, opinion or appraisal
materially relating to the transaction has been received from an outside party,
and such report, opinion or appraisal is referred to in the prospectus, furnish
the information called for by Item 9(b)(1) through (6) of Schedule 13E-3
(§240.13e-100 of this chapter) [emphasis added].”

Lehman Brothers Inc. (“Lehman Brothers”), Teva’s financial advisor in
connection with the proposed merger, is mentioned only once (on page 31) in the
Registration Statement (other than a passing reference in the merger agreement
itself, which is included as Annex A) in reference to certain of its
representatives’ attendance at negotiation sessions between executives of Teva
and Barr Pharmaceuticals, Inc. (“Barr”). As the transaction will be submitted
to a vote of only Barr’s stockholders, and no holders of Teva’s shares
(including Teva’s American Depository Shares) will vote on the transaction, the
proxy statement/prospectus included in the Registration Statement is directed
at Barr shareholders only, with no further description of Lehman’s role in the
transaction. Even though Lehman Brothers did provide Teva’s board of directors
with a “fairness” opinion, it is not referred to in the prospectus included in
the Registration Statement, and accordingly, the provisions of Item 4(b) of
Form F-4 and Item 1015 of Regulation M-A do not apply to Lehman Brothers or its
opinion.

* * * * *

     Should any member of the Staff have any questions or comments concerning
this letter, please do not hesitate to call me at (212) 728-8592 or Peter Jakes
of this office at (212) 728-8230.

Very truly yours,

/s/
Jeffrey S. Hochman

Jeffrey S. Hochman

cc: Suzanne Hayes (SEC)

      Bryan Pitko (SEC)

      William S. Marth (Teva)

      Eyal Desheh (Teva )

      Uzi Karniel (Teva )

      Peter H. Jakes (Willkie Farr)

      Gary I. Horowitz (Simpson Thacher)

Mail Stop 6010                                                                                                   September 24, 2008   Mr. William S. Marth Chief Executive Officer  Teva Pharmaceuticals USA, Inc. 1090 Horsham Road  North Wales, Pennsylvania 19454-1090

Re: Teva Pharmaceutical Industries Limited  Registration Statement on Form F-4   Filed September 16, 2008  File No. 333-153497

Dear Mr. Marth:

We have reviewed your filing and have the following comment.  Where indicated,
we think you should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  In our comment, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our  comment or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Form F-4

 THE MERGER, page 31

1. We note that Lehman Brothers Inc. served as your financial advisor.  If you
have received a report, opinion, or appraisa l from Lehman Brothers Inc. that is
related to your transaction with Barr Pharmaceuticals, Inc., please provide all information required by Item 4(b) of Form F-4 and Item 1015 of Regulation M-A.  Please note that any such report, opinion, or appraisal must also be furnished as an exhibit under Item 21(c) of Form F-4.

Mr. William S. Marth
Teva Pharmaceutical Industries Limited  September 24, 2008 Page 2

If Lehman Brothers Inc. did not provide  a report, opinion or appraisal, please
describe the services they provided as your financial advisor.

*    *    *    *

As appropriate, please amend your registration statement in response to this
comment.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your response to our comment and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comment.      We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:     should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
   the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
   the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the

Mr. William S. Marth
Teva Pharmaceutical Industries Limited  September 24, 2008 Page 3
Securities Exchange Act of 1934 as they relate to the proposed public offering of the
securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
Please contact Bryan Pitko at (202)  551-3203, Suzanne Hayes at (202) 551-3675
or me at (202) 551-3715 with any questions.

Sincerely,

Jeffrey Riedler  Assistant Director
  cc:  Peter H. Jakes
Jeffrey S. Hochman Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019-6099

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                  July 21, 2008   Mr. Dan S. Suesskind Chief Financial Officer Teva Pharmaceutical Industries Limited 5 Basel Street PO Box 3190 Petach Tikva 49131, Israel
Re: Teva Pharmaceutical Industries Limited
 Form 20-F for the Year Ended December 31, 2007  File No. 000-16174

Dear Mr. Suesskind:
  We have completed our review of your Fo rm 20-F and have no further comments at
this time.
        S i n c e r e l y ,

Carlton Tartar Accounting Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                  [LETTERHEAD OF WILLKIE FARR & GALLAGHER LLP]

VIA EDGAR
---------

July 16, 2008

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549
Attn:  Jim B. Rosenberg, Senior Assistant Chief Accountant
       Division of Corporation Finance

Re:  Teva Pharmaceutical Industries Limited
     Form 20-F for the Fiscal Year Ended December 31, 2007
     Filed February 29, 2008
     File No. 000-16174
     ------------------

Dear Mr. Rosenberg:

     On behalf of Teva Pharmaceutical Industries Limited ("Teva" or the
"Company"), set forth below is Teva's response to the further comment of the
staff (the "Staff") of the Securities and Exchange Commission ("SEC")
transmitted orally by Ms. Kei Ino to me initially on July 2, 2008 and then
raised again, following our further response letter of July 10, 2008, on July
15, 2008. For your convenience, set forth below is what I believe to be an
accurate transcript of this follow-up comment in italics, followed by Teva's
response thereto.

Form 20-F for the Fiscal Year Ended December 31, 2007
-----------------------------------------------------

Item 5:  Operating and Financial Review and Prospects
-----------------------------------------------------

Results of Operations
---------------------

Other Income Statement Line Items
---------------------------------

<PAGE>

Securities and Exchange Commission
July 16, 2008
Page 2

Revenue Recognition and Sales Reserves and Allowances, page 62
--------------------------------------------------------------

1.   Regarding our previous comment number 2, please revise your disclosure to
     clarify that rebates represent a majority of the rebates and other sales
     reserves and allowances and that other sales reserves and allowances
     represented 6% of the provision balance and of the total provision balance
     for the year.

In response to this comment, in its 2008 Form 20-F, Teva will state that (1)
rebates represented a majority of the rebates and other sales reserves and
allowances for the year and (2) sales reserves and allowances other than rebates
represented __% of the reserve balance and __% of the total provision for the
year.
                                   * * * * * *

     In submitting this response to the Staff's comments, on behalf of Teva, we
acknowledge that:

          o    the Company is responsible for the adequacy and accuracy of the
               disclosure in its filings with the SEC;

          o    Staff comments or changes to disclosure in response to Staff
               comments do not foreclose the SEC from taking any action with
               respect to the filings; and

          o    the Company may not assert Staff comments as a defense in any
               proceeding initiated by the SEC or any person under the federal
               securities laws of the United States.

     Should any member of the Staff have any questions or comments concerning
this letter, please do not hesitate to call me at (212) 728-8592 or Peter Jakes
of this office at (212) 728-8230.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:  Bryan Pitko (SEC)
     Don Abbott (SEC)
     Kei Ino (SEC)
     Eyal Desheh (Teva)
     Dan S. Suesskind (Teva)
     Uzi Karniel (Teva)
     Peter H. Jakes (Willkie Farr)

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                  [LETTERHEAD OF WILLKIE FARR & GALLAGHER LLP]

VIA EDGAR
---------

July 10, 2008

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549
Attn:  Jim B. Rosenberg, Senior Assistant Chief Accountant
       Division of Corporation Finance

Re:  Teva Pharmaceutical Industries Limited
     Form 20-F for the Fiscal Year Ended December 31, 2007
     Filed February 29, 2008
     File No. 000-16174
     ------------------

Dear Mr. Rosenberg:

     On behalf of Teva Pharmaceutical Industries Limited ("Teva" or the
"Company"), set forth below are Teva's responses to the further comments of the
staff (the "Staff") of the Securities and Exchange Commission ("SEC")
transmitted orally by Ms. Kei Ino to me on July 2, 2008. For your convenience,
set forth below is what I believe to be an accurate transcript of these
follow-up comments in italics, followed by Teva's responses thereto.

Form 20-F for the Fiscal Year Ended December 31, 2007
-----------------------------------------------------

Item 5:  Operating and Financial Review and Prospects
-----------------------------------------------------

Results of Operations
---------------------

Other Income Statement Line Items
---------------------------------

<PAGE>

Securities and Exchange Commission
July 10, 2008
Page 2

Revenue Recognition and Sales Reserves and Allowances, page 62
--------------------------------------------------------------

1.   Regarding our previous comment number 2, please revise your disclosure to
     clarify that rebates represent a majority of the rebates and other sales
     reserves and allowances and that other sales reserves and allowances
     represented 6% of the provision balance and of the total provision balance
     for the year.

As requested, in its 2008 Form 20-F, Teva will state that rebates represent a
majority (and, if true, a substantial majority) of the rebates and other sales
reserves and allowances. With that enhanced disclosure, we do not believe that
further stating that "other sales reserves and allowances represented 6% of the
provision balance and of the total provision balance for the year" is material
information requiring disclosure. Teva will continue to monitor this item and
will update the disclosure to specify any material elements, in addition to
rebates, as described above.

Item 19. Exhibits, page 102
---------------------------

Consolidated Financial Statements
---------------------------------

Notes to Consolidated Financial Statements
------------------------------------------

Note 1 - Significant Accounting Policies
----------------------------------------

t.  Shipping and Handling Costs, page F-15
--  --------------------------------------

2.   Regarding our previous comment number 7, it appears that shipping and
     handling costs are material to SG&A, so please quantify the amount of such
     costs in your financial statements. See Paragraph 6 of EITF 00-10.

Shipping and handling costs, which were not included in cost of sales,
constituted 1.2% of net sales and 6.1% of SG&A in 2007. Consequently, Teva does
not believe that these expenses are sufficiently significant to require separate
disclosure under Paragraph 6 of EITF 00-10.

                                   * * * * * *

In submitting this response to the Staff's comments, on behalf of Teva, we
acknowledge that:

     o    the Company is responsible for the adequacy and accuracy of the
          disclosure in its filings with the SEC;

<PAGE>

Securities and Exchange Commission
July 10, 2008
Page 3

     o    Staff comments or changes to disclosure in response to Staff comments
          do not foreclose the SEC from taking any action with respect to the
          filings; and

     o    the Company may not assert Staff comments as a defense in any
          proceeding initiated by the SEC or any person under the federal
          securities laws of the United States.

     Should any member of the Staff have any questions or comments concerning
this letter, please do not hesitate to call me at (212) 728-8592 or Peter Jakes
of this office at (212) 728-8230.

Very truly yours,

/s/  Jeffrey S. Hochman

Jeffrey S. Hochman

cc:  Bryan Pitko (SEC)
     Don Abbott (SEC)
     Kei Ino (SEC)
     Eyal Desheh (Teva)
     Dan S. Suesskind (Teva)
     Uzi Karniel (Teva)
     Peter H. Jakes (Willkie Farr)

</TEXT>
</DOCUMENT>

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   May 16, 2008   Mr. Dan S. Suesskind Chief Financial Officer Teva Pharmaceutical Industries Limited 5 Basel Street PO Box 3190 Petach Tikva 49131, Israel
Re: Teva Pharmaceutical Industries Limited
 Form 20-F for the Year Ended December 31, 2007  Filed February 29, 2008  File No. 000-16174

Dear Mr. Suesskind:

We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your Form  20-F in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 20-F for the Fiscal Year Ended December 31, 2007

Item 5:  Operating and Financial Review and Prospects
 Results of Operations

 Other Income Statement Line Items

 Gross Profit, page 56

 1. You disclose one of the factors for th e increase in gross margin in 2007 is
“…sales of products under settlement agre ements where the pr ofit split is being

Mr. Dan S. Suesskind
Teva Pharmaceutical Industries Limited May 16, 2008 Page 2
 recorded under SG&A and th erefore favorably affect the gross margin.”   Please
expand your disclosure to identify the se ttlement agreements where the profit is
split and how the profit split is calculated.   Explain to us your basis for recording
the profit split in SG&A a nd the authoritativ e accounting literature relied upon.
 Revenue Recognition and Sales Rese rves and Allowances, page 62

 2. To the extent that the provisions or endi ng balances of “other sales reserves and
allowances” presented in the table on pa ge 64 are individually  material, please
revise the table to provide a separate roll-forward schedule for each material
reserve or allowance.
 Liquidity and capital Resources, page 67

 3. You disclose that the increase in inventorie s was “in large part due to an effort to
increase service levels.”  Please revise your disclosure to clarify what you mean
by increasing service levels and discuss the other factors that caused the increase
in inventories.
 4. Your disclosure of free cash flow does not appear to meet the requirements of
Item 10(e)(1) of Regulation S-K.  Please revise your disclosure to provide a
reconciliation with the most directly  comparable GAAP financial measure,
disclose all material limitations of this non-GAAP measure, and why this non-
GAAP measure provides useful information to  investors.  Please refer to Question
#13 to our “Frequently Asked Questions  Regarding the Use of Non-GAAP
Financial Measures”.
 Item 19. Exhibits, page 102

5. We note that you disclose the acquisition of  Ivax Corporation in January 2006 for
a total consideration of $7.9 billion.  Please amend your filing to include the
agreements relating to this acquisition in the exhibits to Form 20-F.

6. We note that you lease certain of your f acilities including you r principal executive
offices, Israel headquarters, and United States headquarters.  Please amend your
filing to provide any agreement relating to these material leases as exhibits to Form 20-F.

Mr. Dan S. Suesskind
Teva Pharmaceutical Industries Limited May 16, 2008 Page 3
 Consolidated Financial Statements

 Notes to Consolidated Financial Statements

 Note 1 – Significant Accounting Policies

 t. Shipping and Handling Costs, page F-15

 7. Please revise your disclosure to quantify the shipping and handling costs incurred
during each of the opera ting periods presented.
 Note 4 – Goodwill and Intangible Assets

 b. Intangible Assets, page F-21

 8. You disclose that intangible assets are mainly product rights.  We believe
amortization related to acquire d developed products should be included in cost of
sales.  Please revise your disclosure to clarify which income statement line item includes amortization of product rights a nd refer to the guidance in SAB Topic
11:B.

*    *    *    *

Please amend your Form 20-F and respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please furnish a cover letter
with your amendment that keys your responses to our comments and provide any requested information.  Detailed letters greatl y facilitate our review .  Please file your
letter on EDGAR under the form type label CORRESP.   We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Mr. Dan S. Suesskind
Teva Pharmaceutical Industries Limited May 16, 2008 Page 4
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Kei Ino, Staff Accountan t, at (202) 551-3659 or Don Abbott,
Senior Staff Accountant, at (202) 551-3608 if you have  questions regarding the
processing of your response as well as any questions regarding comments on the financial
statements and related matters.  You may cont act Bryan Pitko, Staff Attorney at (202)
551-3203 or Jeffrey Riedler, Assistant Direct or at (202) 551-3715 with questions on any
of the other comments.  In this regard, do not hesitate to contact  me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                  [LETTERHEAD OF WILLKIE FARR & GALLAGHER LLP]

VIA EDGAR
---------

June 2, 2008

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549
Attn:  Jim B. Rosenberg, Senior Assistant Chief Accountant
       Division of Corporation Finance

Re:       Teva Pharmaceutical Industries Limited
          Form 20-F for the Fiscal Year Ended December 31, 2007
          Filed February 29, 2008
          File No. 000-16174
          ------------------

Dear Mr. Rosenberg:

     On behalf of Teva Pharmaceutical Industries Limited ("Teva" or the
"Company"), set forth below is Teva's responses to the comments of the staff
(the "Staff") of the Securities and Exchange Commission ("SEC") contained in
your letter dated May 16, 2008 to Dan S. Suesskind, Teva's Chief Financial
Officer. For your convenience, we have set forth below the Staff's comments in
italics, followed by Teva's responses thereto. As noted below, we propose to
make any enhancements to our disclosure in our next Annual Report on Form 20-F
for the Fiscal Year Ended December 31, 2008.

Form 20-F for the Fiscal Year Ended December 31, 2007
-----------------------------------------------------

Item 5:  Operating and Financial Review and Prospects
-----------------------------------------------------

Results of Operations
---------------------

Other Income Statement Line Items
---------------------------------

<PAGE>

Securities and Exchange Commission
June 2, 2008
Page 2

Gross Profit, page 56
---------------------

1.   You disclose one of the factors for the increase in gross margin in 2007 is
     "...sales of products under settlement agreements where the profit split is
     being recorded under SG&A and therefore favorably affect the gross margin."
     Please expand your disclosure to identify the settlement agreements where
     the profit is split and how the profit split is calculated. Explain to us
     your basis for recording the profit split in SG&A and the authoritative
     accounting literature relied upon.

From time to time, Teva enters into agreements settling patent litigation with
branded companies. Payments under these arrangements are generally based on a
percentage of net sales, gross margin or operating margin for a specific product
or group of products. Significant settlement agreements are described in Item 4
in Teva's 2007 Form 20-F under "Recent Patent Litigation Settlements."

Teva classifies expenses related to settlements based on the details of the
specific arrangement. The principal factor in such determination is whether the
third party is somehow involved in the production process of the product.
Accordingly, if the third party is a producer or supplier of product or a
product component, such payments are included as part of cost of sales.
Conversely, if the third party has no involvement in the production process of
the product but rather is otherwise involved in facilitating Teva's access to
the market, such payments are generally viewed as marketing costs and are
included within selling, general and administrative expenses. In determining the
specific income statement line item under which such payments are to be
reported, Teva considers, in addition to whether or not the third party is
involved in the production process, the contractual basis for computing the
amounts due to the third party -- whether as a percentage of gross profit,
operating profit or net sales - as well as the impact of any other agreements
Teva may have with the third party.

In response to this comment, Teva proposes to clarify its policy on the
accounting of royalty expenses by adding the following to its 2008 Form 20-F in
the "Critical Accounting Policies" section of Item 5:

          Expenses  incurred in relation to third party cooperation
          arrangements, including certain litigation settlements, are
          recorded as incurred and generally included in cost of sales
          where the third party is a supplier of product or related
          product components. In other cases, payments are generally
          considered marketing costs and are included in selling,
          general and administrative expenses.

<PAGE>

Securities and Exchange Commission
June 2, 2008
Page 3

Revenue Recognition and Sales Reserves and Allowances, page 62
--------------------------------------------------------------

2.   To the extent that the provisions or ending balances of "other
     sales reserves and allowances" presented in the table on page 64
     are individually material, please revise the table to provide a
     separate roll-forward schedule for each material reserve or
     allowance.

The table separately breaks down: (i) reserves included in accounts receivable
net, (ii) chargebacks and (iii) returns. "Other sales reserves and allowances"
includes all of the other items described in the "Revenue Recognition and Sales
Reserves and Allowances" section of Teva's discussion of critical accounting
policies included in Item 5. These other items are not broken out separately
within the sales reserves and allowances table; however, the majority of the
"other sales reserves and allowances" amount represents various rebates for
customers and others.

For the year ended December 31, 2007, items other than rebates represented
approximately 6% of the provision balance as well as 6% of total provisions for
the year. Teva does not believe any of these remaining "other" items are
material at this time. Teva continually monitors the levels and sources of such
reserves and will include the relevant disclosure of items that are material to
its results of operations. In addition, in response to this comment, to give
greater prominence to the rebates that comprise the majority of this item, Teva
proposes to change the title of this column in its 2008 Form 20-F to "Rebates
and other sales reserves and allowances."

Liquidity and Capital Resources, page 67
----------------------------------------

3.   You disclose that the increase in inventories was "in large part
     due to an effort to increase service levels." Please revise your
     disclosure to clarify what you mean by increasing service levels
     and discuss the other factors that caused the increase in
     inventories.

The phrase "to increase service levels" was intended to convey the idea that
inventories were augmented to improve Teva's ability to meet customer
requirements for products that may have otherwise been in short supply. Given
the commodity-like nature of many generic products, on-time delivery and service
to customers is a key competitive factor, and Teva elected to increase the
levels of its inventories for certain products to improve its ability to
promptly respond to special needs of its customers. For example, due to its size
and capacity, Teva is regarded as a an important alternate source for various
retailers that find themselves unable to receive adequate supply from their
primary source. Teva uses this ready supply to its advantage in obtaining new
awards from these retailers. In response to this comment, to the extent relevant
in its 2008 Form 20-F, Teva would expand its disclosure regarding material
increases in inventory to clarify what is meant by increasing service levels, as
described above.

<PAGE>

Securities and Exchange Commission
June 2, 2008
Page 4

4.   Your disclosure of free cash flow does not appear to meet the
     requirements of Item 10(e)(1) of Regulation S-K. Please revise
     your disclosure to provide a reconciliation with the most
     directly comparable GAAP financial measure, disclose all material
     limitations of this non-GAAP measure, and why this non-GAAP
     measure provides useful information to investors. Please refer to
     Question #13 to our "Frequently Asked Questions Regarding the Use
     of Non-GAAP Financial Measures."

In response to the SEC's comment, in its future Form 20-F filings, Teva will
refrain from referring to "free cash flow." However, given the importance
ascribed to financial measures of this nature by investors and others, as well
as by Teva management, Teva would expect to include disclosure along the
following lines: "Cash generated by operations, net of capital expenditures of
$____ and dividends of $_____, amounted to $_____ in [period]."

Item 19. Exhibits, page 102
---------------------------

5.   We note that you disclose the acquisition of Ivax Corporation in
     January 2006 for a total consideration of $7.9 billion. Please
     amend your filing to include the agreements relating to this
     acquisition in the exhibits to Form 20-F.

Teva has not incorporated by reference the Agreement and Plan of Merger relating
to the Ivax acquisition in its 2007 Form 20-F, as it believes it is no longer a
material agreement required to be so incorporated by reference. (It was
incorporated by reference into Teva's Form 20-F for both 2006 and 2005.) In this
regard, we note that this agreement was entered into on July 25, 2005, the
transaction closed on January 26, 2006 (over two years before the filing date of
the 2007 Form 20-F) and there are no longer any material obligations thereunder.

6.   We note that you lease certain of your facilities including your
     principal executive offices, Israel headquarters, and United
     States headquarters. Please amend your filing to provide any
     agreement relating to these material leases as exhibits to Form
     20-F.

Teva does not believe that the leases relating to either its principal executive
offices (its Israel headquarters) or its United States headquarters are material
to the Company, either from a financial point of view or operationally, as it
believes that such facilities could be replaced were it to become necessary,
without material disruption to its business. Accordingly, it does not consider
these leases to be material agreements required to be filed with its Form 20-F.

Consolidated Financial Statements
---------------------------------

Notes to Consolidated Financial Statements
------------------------------------------

Note 1 - Significant Accounting Policies
----------------------------------------

<PAGE>

Securities and Exchange Commission
June 2, 2008
Page 5

t.  Shipping and Handling Costs, page F-15
------------------------------------------

7.   Please revise your disclosure to quantify the shipping and
     handling costs incurred during each of the operating periods
     presented.

Teva did not disclose further detail regarding the amount of shipping and
handling costs incurred (which represented between 1.2% and 1.6% of net sales
during the periods presented), as it does not believe such information is
material.

Note 4 - Goodwill and Intangible Assets
---------------------------------------

b.  Intangible Assets, page F-21
--------------------------------

8.   You disclose that intangible assets are mainly product rights. We
     believe amortization related to acquired developed products
     should be included in cost of sales. Please revise your
     disclosure to clarify which income statement line item includes
     amortization of product rights and refer to the guidance in SAB
     Topic 11:B.

Teva records amortization of developed products acquired in business
combinations under cost of sales. When specific marketing or distribution rights
are acquired, Teva records the derived amortization under selling and marketing
expenses.

In response to this comment, Teva proposes to add the following disclosure to
its 2008 Form 20-F under Note 1h to its financial statements (Definite life
intangibles assets):

          Amortization of acquired developed products is recorded under cost
          of sales. Amortization of marketing and distribution rights is
          recorded under selling, general and administrative expenses.

                              * * * * * *

In submitting this response to the Staff's comments, on behalf of Teva, we
acknowledge that:

          o    the Company is responsible for the adequacy and
               accuracy of the disclosure in its filings with the SEC;

          o    Staff comments or changes to disclosure in response to
               Staff comments do not foreclose the SEC from taking any
               action with respect to the filings; and

          o    the Company may not assert Staff comments as a defense
               in any proceeding initiated by the SEC or any person
               under the federal securities laws of the United States.

<PAGE>

Securities and Exchange Commission
June 2, 2008
Page 6

     Should any member of the Staff have any questions or comments
concerning this letter, please do not hesitate to call me at (212)
728-8592 or Peter Jakes of this office at (212) 728-8230.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:   Bryan Pitko (SEC)
      Don Abbott (SEC)
      Kei Ino (SEC)
      Dan S. Suesskind (Teva)
      Eyal Desheh (Teva)
      Uzi Karniel (Teva)
      Peter H. Jakes (Willkie Farr)

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                  [LETTERHEAD OF WILLKIE FARR & GALLAGHER LLP]

VIA EDGAR
---------

May 30, 2008

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

Attn:  Jim B. Rosenberg, Senior Assistant Chief Accountant
       Division of Corporation Finance

Re:  Teva Pharmaceutical Industries Limited
     Form 20-F for the Fiscal Year Ended December 31, 2007
     Filed February 29, 2008
     File No. 000-16174
     ------------------

Dear Mr. Rosenberg:

     I refer to your letter dated May 16, 2008 to Dan S. Suesskind, Chief
Financial Officer of Teva Pharmaceutical Industries Limited, regarding the Teva
filing with the Securities and Exchange Commission referenced above. Teva is
finalizing its response to the comments of the Staff raised in the letter and
expects to submit its response by the end of the next week, if not earlier.

     Should any member of the Staff have any questions, please do not hesitate
to call me at (212) 728-8592.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:  Bryan Pitko (SEC)
     Don Abbott (SEC)
     Kei Ino (SEC)
     Dan S. Suesskind (Teva)
     Eyal Desheh (Teva)
     Uzi Karniel (Teva)
     Peter H. Jakes (Willkie Farr)

</TEXT>
</DOCUMENT>

Via Facsimile and U.S. Mail
Mail Stop 6010

                                                                                                June 25, 2007

Dan S. Suesskind
Chief Financial Officer
Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tikva 49131, Israel

Re: Teva Pharmaceutical Industries Limited
 Form 20-F for Fiscal Year Ended December 31, 2006
 File No. 000-16174

Dear Mr. Suesskind:

We have completed our review of your Form 20-F and have no further comments
at this time.

        S i n c e r e l y ,

        J i m  A t k i n s o n
        A c c o u n t i n g  B r a n c h  C h i e f

<DOCUMENT>
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<TEXT>

                  [LETTERHEAD OF WILLKIE FARR & GALLAGHER LLP]

VIA EDGAR
---------

May 21, 2007

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549
Attn:  Jim B. Rosenberg, Senior Assistant Chief Accountant
       Division of Corporation Finance

Re:  Teva Pharmaceutical Industries Limited
     Form 20-F for the Fiscal Year Ended December 31, 2006
     File No. 000-16174
     ------------------

Dear Mr. Rosenberg:

     On behalf of Teva Pharmaceutical Industries Limited ("Teva" or the
"Company"), set forth below is Teva's response to the comment of the staff (the
"Staff") of the Securities and Exchange Commission ("SEC") contained in your
letter dated April 23, 2007 to Dan S. Suesskind, Teva's Chief Financial Officer.
For your convenience, we have set forth below the Staff's comment in italics,
followed by Teva's response thereto.

Form 20-F -- December 31, 2006
------------------------------

Consolidated Financial Statements, page F-1
-------------------------------------------

Notes To Consolidated Financial Statements, page F-10
-----------------------------------------------------

Note 4 - Goodwill and Intangible Assets, page F-23
--------------------------------------------------

b. Intangible assets, page F-24
-------------------------------

<PAGE>

Securities and Exchange Commission
May 21, 2007
Page 2

1.   Please provide us in disclosure type format a discussion of the significant
     products acquired that resulted in your product rights intangible assets.
     Include the amount allocated to each major product or product class of this
     intangible. Also provide us proposed revisions to your management's
     discussion and analysis that quantifies the impact that these various
     products acquired had on your current period results such as revenues.

Intangible assets (mainly products rights) as of December 31, 2006 amounted to
$2.35 billion, at original amount (before amortization), virtually all of which
were acquired as part of the two most recent acquisitions made by Teva. As part
of Teva's acquisition of Ivax Corporation in 2006, Teva acquired two products
with carrying values in excess of 5% of such amount, with one product amounting
to approximately $240 million and a second product amounting to approximately
$130 million. As part of the acquisition of Sicor Inc. in 2004, Teva acquired
only one product with a carrying value in excess of 5% of the above amount,
amounting to approximately $140 million. The remaining items in the acquisitions
comprised a large number of products and therapeutic categories, dispersed over
several geographic areas, each individually valued at less than 5% of the
original amount of product rights.

We do not believe any additional disclosure to note 4b of our consolidated
financial statements regarding significant products acquired is warranted, as
none of these products were sufficiently material to warrant separate
disclosure. We note that none of these products comprised more than 2% of Teva's
total assets as of December 31, 2006. However, in light of the Staff's comment,
we propose to include the above disclosure regarding products in excess of 5% of
the total products rights acquired in connection with the Ivax acquisition (the
second sentence in the above paragraph) in our discussion of the Ivax
acquisition in note 2a of our financial statements commencing with our Annual
Report on Form 20-F for the year ending December 31, 2007. (The above
information regarding the one 5% product acquired in the Sicor acquisition in
2004 would not be included in the 2007 financial statements, as no longer
relevant to the periods covered by such financial statements.)

We do not propose to add any separate disclosure to our Operating and Financial
Review and Prospects regarding the impact of these products, as even the most
significant product represented less than 2% of our net sales in 2006, a
percentage we expect will further decrease with respect to 2007 due to higher
expected 2007 total sales.

                                  * * * * * *

In submitting this response to the Staff's comment, on behalf of Teva, we
acknowledge that:

          o    the Company is responsible for the adequacy and accuracy of the
               disclosure in its filings with the SEC;

          o    Staff comments or changes to disclosure in response to Staff
               comments do not foreclose the SEC from taking any action with
               respect to the filings; and

<PAGE>

Securities and Exchange Commission
May 21, 2007
Page 3

          o    the Company may not assert Staff comments as a defense in any
               proceeding initiated by the SEC or any person under the federal
               securities laws of the United States.

     Should any member of the Staff have any questions or comments concerning
this letter, please do not hesitate to call me at (212) 728-8592 or Peter Jakes
of this office at (212) 728-8230.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:   James Peklenk (SEC)
      Jim Atkinson (SEC)
      Dan S. Suesskind (Teva)
      Uzi Karniel (Teva)
      Peter H. Jakes (Willkie Farr)

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                  [LETTERHEAD OF WILLKIE FARR & GALLAGHER LLP]

VIA EDGAR
---------

May 7, 2007

Securities and Exchange Commission 100 F Street, N.E.
Washington, D.C.  20549
Attn:  Jim B. Rosenberg, Senior Assistant Chief Accountant
       Division of Corporation Finance

Re:  Teva Pharmaceutical Industries Limited
     Form 20-F for the Fiscal Year Ended December 31, 2006
     File No. 000-16174
     ------------------
Dear Mr. Rosenberg:

     I refer to the letter dated April 23, 2007 from Jim B. Rosenberg to Dan S.
Suesskind, Chief Financial Officer of Teva Pharmaceutical Industries Limited,
regarding the Teva filing with the Commission referenced above. Teva is actively
working on its response to the comment of the Staff raised in the letter and
expects to submit its response by the end of the month, if not earlier.

     Should any member of the Staff have any questions, please do not hesitate
to call me at (212) 728-8592.

Very truly yours,

/s/ Jeffrey S. Hochman

Jeffrey S. Hochman

cc:   James Peklenk (SEC)
      Dan S. Suesskind (Teva)
      Uzi Karniel (Teva)
      Peter H. Jakes (Willkie Farr)

</TEXT>
</DOCUMENT>

Via Facsimile and U.S. Mail
Mail Stop 6010

                                                                                                April 23, 2007

Dan S. Suesskind
Chief Financial Officer
Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tikva 49131, Israel

Re: Teva Pharmaceutical Industries Limited
 Form 20-F for Fiscal Year Ended December 31, 2006
 File No. 000-16174

Dear Mr. Suesskind:

We have limited our review of your filing to the issue we have addressed in our
comment.  In our comment, we ask you to provi de us with information so we may better
understand your disclosure.  Please be as detail ed as necessary in your explanation.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F – December 31, 2006

Consolidated Financial Statements, page F-1

Notes To Consolidated Financial Statements, page F-10

Note 4 – Goodwill and Intangible Assets, page F-23

b.  Intangible assets, page F-24

1. Please provide to us in disclosure type  format a discussion of the significant
products acquired that resulted in your product rights intangible assets.  Include
the amount allocated to each major product or product class of this intangible.

Dan S. Suesskind
Teva Pharmaceutical Industries Limited
April 23, 2007 Page 2
Also provide us proposed revisions to your management’s discussion and analysis that quantifies the impact that these va rious products acquire d had on your current
period results such as revenues.

*    *    *    *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your responses to our
comment and provide the request ed information.  Detailed le tters greatly facilitate our
review.  You should furnish the letter to  us via EDGAR under the form type label
CORRESP.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comment, please provide , in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact James Pe klenk, Staff Accountant, at (202) 551-3661, or Jim
Atkinson, Accounting Branch Chief, at (202)  551-3674 if you have questions regarding
the comment.  In this regard, do not he sitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant