Teva Pharmaceutical Finance Netherlands II B.V. CORRESP Correspondence with SEC

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