| Commitments and Contingencies: | NOTE 16 – Commitments and Contingencies:
General
From time to time, Teva and/or its subsidiaries are subject to
claims for damages and/or equitable relief arising in the ordinary
course of business. In addition, as described below, in large part
as a result of the nature of its business, Teva is frequently
subject to litigation. Teva generally believes that it has
meritorious defenses to the actions brought against it and
vigorously pursues the defense or settlement of each such action.
Except as described below, Teva does not currently have a
reasonable basis to estimate the loss, or range of loss, that is
reasonably possible with respect to matters disclosed in this
note.
Teva records a provision in its financial statements to the extent
that it concludes that a contingent liability is probable and the
amount thereof is estimable. Based upon the status of the cases
described below, management’s assessments of the likelihood
of damages, and the advice of counsel, no provisions have been made
regarding the matters disclosed in this note, except as noted
below. Litigation outcomes and contingencies are unpredictable, and
excessive verdicts can occur. Accordingly, management’s
assessments involve complex judgments about future events and often
rely heavily on estimates and assumptions. Teva continuously
reviews the matters described below and may, from time to time,
remove previously disclosed matters that the Company has determined
no longer meet the materiality threshold for disclosure.
If one or more of such proceedings described below were to result
in final judgments against Teva, such judgments could be material
to its results of operations and cash flows in a given period. In
addition, Teva incurs significant legal fees and related expenses
in the course of defending its positions even if the facts and
circumstances of a particular litigation do not give rise to a
provision in the financial statements.
In connection with third-party agreements, Teva may under certain
circumstances be required to indemnify, and may be indemnified by,
in unspecified amounts, the parties to such agreements against
third-party claims. Among other things, Teva’s agreements
with third parties may require Teva to indemnify them, or require
them to indemnify Teva, for the costs and damages incurred in
connection with product liability claims, in specified or
unspecified amounts.
Except as otherwise noted, all of the litigation matters disclosed
below involve claims arising in the United States. Except as
otherwise noted, all third party sales figures given below are
based on IQVIA (formerly IMS Health Inc.) data.
Intellectual Property Litigation
From time to time, Teva seeks to develop generic versions of
patent-protected pharmaceuticals for sale prior to patent
expiration in various markets. In the United States, to obtain
approval for most generics prior to the expiration of the
originator’s patents, Teva must challenge the patents under
the procedures set forth in the Hatch-Waxman Act of 1984, as
amended. To the extent that Teva seeks to utilize such patent
challenge procedures, Teva is and expects to be involved in patent
litigation regarding the validity, enforceability or infringement
of the originator’s patents. Teva may also be involved in
patent litigation involving the extent to which its product or
manufacturing process techniques may infringe other originator or
third-party patents.
Additionally, depending upon a complex analysis of a variety of
legal and commercial factors, Teva may, in certain circumstances,
elect to market a generic version even though litigation is still
pending. To the extent Teva elects to proceed in this manner, it
could face substantial liability for patent infringement if the
final court decision is adverse to Teva, which could be material to
its results of operations and cash flows in a given period.
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.
Teva is also involved in litigation regarding patents in other
countries where it does business, particularly in Europe, where
Teva has in recent years increased the number of launches of its
generic versions of branded pharmaceuticals prior to the expiration
of the innovator’s patents. The laws concerning generic
pharmaceuticals and patents differ from country to country. Damages
for patent infringement in Europe may include lost profits or a
reasonable royalty, but enhanced damages for willful infringement
are generally not available.
In July 2014, GlaxoSmithKline (“GSK”) sued Teva in
Delaware federal court for infringement of a patent expiring in
June 2015 directed to using carvedilol in a specified manner to
decrease the risk of mortality in patients with congestive heart
failure. Teva and eight other generic producers began selling their
carvedilol tablets (the generic version of GSK’s
Coreg ® pre-
In 2014, Teva Canada succeeded in its challenge of the bortezomib
(the generic equivalent of Velcade ®
On July 8, 2011, Helsinn sued Teva over its filing of an ANDA
to market a generic version of palonosetron IV solution (the
generic equivalent of Aloxi ® ®
Product Liability Litigation
Teva’s business inherently exposes it to potential product
liability claims. Teva maintains a program of insurance, which may
include commercial insurance, self-insurance (including direct risk
retention), or a combination of both approaches, in amounts and on
terms that it believes are reasonable and prudent in light of its
business and related risks. However, Teva sells, and will continue
to sell, pharmaceuticals that are not covered by its product
liability insurance; in addition, it may be subject to claims for
which insurance coverage is denied as well as claims that exceed
its policy limits. Product liability coverage for pharmaceutical
companies is becoming more expensive and increasingly difficult to
obtain. As a result, Teva may not be able to obtain the type and
amount of commercial insurance it desires, or any commercial
insurance on reasonable terms, in all of its markets.
Competition Matters
As part of its generic pharmaceuticals business, Teva has
challenged a number of patents covering branded pharmaceuticals,
some of which are among the most widely-prescribed and well-known
drugs on the market. Many of Teva’s patent challenges have
resulted in litigation relating to Teva’s attempts to market
generic versions of such pharmaceuticals under the federal
Hatch-Waxman Act. Some of this litigation has been resolved through
settlement agreements in which Teva obtained a license to market a
generic version of the drug, often years before the patents
expire.
Teva and its subsidiaries have increasingly been named as
defendants in cases that allege antitrust violations arising from
such settlement agreements. The plaintiffs in these cases, which
are usually direct and indirect purchasers of pharmaceutical
products, and often assert claims on behalf of classes of all
direct and indirect purchasers, typically allege that (1) Teva
received something of value from the innovator in exchange for an
agreement to delay generic entry, and (2) significant savings
could have been realized if there had been no settlement agreement
and generic competition had commenced earlier. These class action
cases seek various forms of injunctive and monetary relief,
including damages based on the difference between the brand price
and what the generic price allegedly would have been and
disgorgement of profits, which are automatically trebled under the
relevant statutes, plus attorneys’ fees and costs. The
alleged damages generally depend on the size of the branded market
and the length of the alleged delay, and can be substantial –
potentially measured in multiples of the annual brand sales –
particularly where the alleged delays are lengthy or branded drugs
with annual sales in the billions of dollars are involved.
Teva believes that its settlement agreements are lawful and serve
to increase competition, and has defended them vigorously. In
Teva’s experience to date, these cases have typically settled
for a fraction of the high end of the damages sought, although
there can be no assurance that such outcomes will continue.
In June 2013, the United States Supreme Court held, in Federal
Trade Commission v. Actavis, Inc. (the “AndroGel
case”), that a rule of reason test should be applied in
analyzing whether such settlements potentially violate the federal
antitrust laws. The Supreme Court held that a trial court must
analyze each agreement in its entirety in order to determine
whether it violates the antitrust laws.
This new test has resulted in increased scrutiny of Teva’s
patent settlements, additional action by the FTC and state and
local authorities, and an increased risk of liability in
Teva’s currently pending antitrust litigations.
In April 2006, certain subsidiaries of Teva were named in a class
action lawsuit filed in the U.S. District Court for the Eastern
District of Pennsylvania. The case alleges that the settlement
agreements entered into between Cephalon, Inc., now a Teva
subsidiary (“Cephalon”), and various generic
pharmaceutical companies in late 2005 and early 2006 to resolve
patent litigation involving certain finished modafinil products
(marketed as PROVIGIL ®
In May 2015, Cephalon entered into a consent decree with the FTC
under which the FTC dismissed its claims against Cephalon in the
FTC Modafinil Action in exchange for payment of $1.2 billion
(less set-offs
Following an investigation initiated by the European Commission in
April 2011 regarding a modafinil patent settlement in Europe, the
Commission issued a Statement of Objections in July 2017 against
both Cephalon and Teva alleging that the 2005 settlement agreement
between the parties had the object and effect of hindering the
entry of generic modafinil. Teva submitted its defense in writing
and an oral hearing was held. No final decision regarding
infringement has yet been taken by the Commission. The sales of
modafinil in the European Economic Area during the last full year
of the alleged infringement amounted to EUR 46.5 million.
In January 2009, the FTC and the State of California filed a
complaint for injunctive relief in California federal court
alleging that a September 2006 patent lawsuit settlement between
Watson Pharmaceuticals, Inc. (“Watson”), now a Teva
subsidiary, and Solvay Pharmaceuticals, Inc. (“Solvay”)
relating to AndroGel ® ® ® ® ®
In December 2011, three groups of plaintiffs sued Wyeth and Teva
for alleged violations of the antitrust laws in connection with
their settlement of patent litigation involving extended release
venlafaxine (generic Effexor ® ®
In February 2012, two purported classes of direct-purchaser
plaintiffs sued GSK and Teva in New Jersey federal court for
alleged violations of the antitrust laws in connection with their
settlement of patent litigation involving lamotrigine (generic
Lamictal ® ®
In April 2013, purported classes of direct purchasers of, and end
payers for, Niaspan ® opt-out ®
In November 2013, a putative class action was filed in Pennsylvania
federal court against Actavis, Inc. and certain of its affiliates,
alleging that Watson’s 2012 patent lawsuit settlement with
Endo Pharmaceuticals Inc. relating to Lidoderm ® end-payer end-payer ® re-filed ®
Since November 2013, numerous lawsuits have been filed in various
federal courts by purported classes of end payers for, and direct
purchasers of, Aggrenox ® ® opt-out opt-out Opt-outs ®
Since January 2014, numerous lawsuits have been filed in the U.S.
District Court for the Southern District of New York by purported
classes of end payers for and direct purchasers of Actos ® ® ® ® ® ®
In June 2014, two groups of end payers sued AstraZeneca and Teva,
as well as Ranbaxy and Dr. Reddy’s, in the Philadelphia
Court of Common Pleas for violating the antitrust laws by entering
into settlement agreements to resolve the esomeprazole (generic
Nexium ® non-settling
In September 2014, the FTC sued AbbVie Inc. and certain of its
affiliates (“AbbVie”) as well as Teva in the U.S.
District Court for the Eastern District of Pennsylvania alleging
that they violated the antitrust laws when they entered into a
settlement agreement to resolve the AndroGel ® ®
Since May 2015, two lawsuits have been filed in the U.S. District
Court for the Southern District of New York by a purported class of
direct purchasers of, and a purported class of end payers for,
Namenda IR ® ®
On March 8, 2016 and April 11, 2016, certain Actavis
subsidiaries in the United Kingdom, including Auden Mckenzie
Holdings Limited, received notices from the U.K. Competition and
Markets Authority (“CMA”) that it had launched formal
investigations under Section 25 of the Competition Act of 1998
(“Competition Act”) into suspected breaches of
competition law in connection with the supply of 10mg and 20mg
hydrocortisone tablets. On December 16, 2016, the CMA issued a
statement of objections (a provisional finding of infringement of
the Competition Act) in respect of certain allegations against
Actavis UK and Allergan, which was later reissued to include
certain Auden Mckenzie entities. A response was submitted and an
oral hearing was held. On December 18, 2017, the CMA issued a
Statement of Draft Penalty Calculation. A response was submitted
and an oral hearing was held. No final decision regarding
infringement of competition law has yet been issued by the CMA. On
March 3, 2017, the CMA issued a second statement of objection
in respect of certain additional allegations (relating to the same
products and covering part of the same time period as for the first
statement of objections) against Actavis UK, Allergan, and a number
of other companies, which was later reissued to include certain
Auden Mckenzie entities. A response was submitted and an oral
hearing was held. On January 9, 2017, Teva completed the sale
of Actavis UK to Accord Healthcare Limited, pursuant to which Teva
will indemnify Accord Healthcare for potential fines imposed by the
CMA and/or damages awarded by a court against Actavis UK as a
result of the investigations in respect of conduct prior to the
closing date of the sale. In the event of any such fines or
damages, Teva expects to assert claims, including claims for breach
of warranty, against the sellers of Auden Mckenzie. The terms of
the purchase agreement may preclude a full recovery by Teva. A
liability for this matter has been recorded in purchase accounting
related to the acquisition of Actavis Generics. Further to the
Master Purchase Agreement with Allergan whereby Teva agreed to
indemnify Allergan for liabilities related to acquired assets, Teva
agreed with Allergan to settle and release Teva’s indemnity
claim and Allergan’s potential losses arising from the CMA in
connection with this matter, pursuant to the agreement the parties
entered into on January 31, 2018. See note 3.
In November 2016, three putative indirect purchaser class actions
were filed in federal courts in Wisconsin, Massachusetts and
Florida against Shire U.S., Inc. and Shire LLC (collectively,
“Shire”) and Actavis, alleging that Shire’s 2013
patent litigation settlement with Actavis related to the ADHD drug
Intuniv ® ®
Government Investigations and Litigation Relating to Pricing and
Marketing
Teva is involved in government investigations and litigation
arising from the marketing and promotion of its pharmaceutical
products in the United States. Many of these investigations
originate through what are known as qui
tam
A number of state attorneys general have filed various actions
against Teva and/or certain of its subsidiaries, including certain
Actavis subsidiaries, relating to reimbursements or drug price
reporting under Medicaid or other programs. Such price reporting is
alleged to have caused states and others to pay inflated
reimbursements for covered drugs. Teva and its subsidiaries have
reached settlements in most of these cases. On October 4,
2018, Teva settled longstanding litigation filed by the State of
Illinois against subsidiaries of Teva and Watson for a total
settlement amount of $135 million, to be paid over time
through January 2020. Teva accepted the settlement while denying
any liability with respect to the claims made by the state. Pending
the final settlement payment, the Illinois litigation is stayed. In
August 2013, judgment was entered in a separate case brought by the
State of Mississippi against Watson, pursuant to which Watson was
ordered to pay compensatory damages amounting to
$12.4 million. In March of 2014, the Mississippi court amended
the judgment to also include punitive damages in the amount of
$17.9 million. The judgment was affirmed in all respects by
the Mississippi Supreme Court in January of 2018 and has since been
satisfied in full. The Actavis subsidiaries remain parties to
active litigation in Utah where previously dismissed claims against
Watson are now on appeal. A provision for these cases has been
included in the financial statements.
Several qui
tam qui
tam
In January 2014, Teva received a civil investigative demand from
the U.S. Attorney for the Southern District of New York seeking
documents and information from January 1, 2006 related to
sales, marketing and promotion of COPAXONE and AZILECT, focusing on
educational and speaker programs. The demand states that the
government is investigating possible civil violations of the
federal False Claims Act. In March 2015, the docket in this matter
and a False Claims Act civil qui
tam qui tam
In January 2014, a qui
tam qui
tam
In May 2017, a qui
tam qui
tam
Beginning in May 2014, various complaints were 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 and agencies across the country. There are
actions currently pending against Teva and its affiliates that have
been brought by various states, subdivisions and state agencies 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 Proceeding”). In addition to the
complaints filed by states, state agencies and political
subdivisions, over 1,500 total lawsuits have been filed in various
states, both in state and federal courts. Most of the federal class
action cases, as well as state cases that have been removed, have
been consolidated into the MDL Proceeding. 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 ®
On June 21, 2016, Teva USA received a subpoena from the
Antitrust Division of the DOJ seeking documents and other
information relating to the marketing and pricing of certain Teva
USA generic products and communications with competitors about such
products. Actavis received a similar subpoena in June 2015. Teva
and Actavis are cooperating fully with the DOJ subpoena requests.
On July 12, 2016, Teva USA received a subpoena from the
Connecticut Attorney General seeking documents and other
information relating to potential state antitrust law violations.
In 2015, Actavis received a similar subpoena from the Connecticut
Attorney General.
On December 15, 2016, a civil action was brought by the
attorneys general of twenty states against Teva USA and several
other companies asserting claims under federal antitrust law
(specifically, section 1 of the Sherman Act) alleging price fixing
of generic products in the United States. An amended complaint was
filed on March 1, 2017 adding twenty additional states to the
named plaintiffs and adding supplemental state law claims. The
states seek a finding that the defendants’ actions violated
federal antitrust law, and state antitrust and consumer protection
laws, as well as injunctive relief, disgorgement, damages on behalf
of various state and governmental entities and consumers, civil
penalties and costs. On August 3, 2017, the Judicial Panel on
Multidistrict Litigation (“JPML”) transferred this
action to the generic drug multidistrict litigation pending in
federal court in Pennsylvania, which is discussed in greater detail
below. On July 17, 2017, a new complaint was filed in the
District Court of Connecticut on behalf of four additional states
– Arkansas, Missouri, New Mexico and West Virginia, as well
as the District of Columbia. These plaintiffs were not previously
party to the State Attorney General action that commenced in
December 2016. This complaint, which the JPML has also transferred
to the generic drug multidistrict litigation discussed below, makes
the same factual allegations and claims that are at issue in the
earlier State Attorneys General complaint. On October 31, 2017
the attorneys general of 45 states plus Puerto Rico and the
District of Columbia filed a motion for leave to file an amended
complaint in this action. The proposed amended complaint names
Actavis and Teva as defendants, and adds new allegations and claims
to those appearing in the prior complaints. Defendants have opposed
the motion. On June 5, 2018, the District Court for the
Eastern District of Pennsylvania granted the attorneys
general’s motion to amend.
Beginning on March 2, 2016, numerous complaints have been
filed in the United States on behalf of putative classes of direct
and indirect purchasers of several generic drug products, as well
as several individual direct
purchaser opt-out non-merits
In May 2018, Teva received a civil investigative demand from the
DOJ Civil Division, pursuant to the federal False Claims Act,
seeking documents and information produced since January 1,
2009 relevant to the Civil Division’s investigation
concerning allegations that generic pharmaceutical manufacturers,
including Teva, engaged in market allocation and price-fixing
agreements, paid illegal remuneration, and caused false claims to
be submitted in violation of the False Claims Act. Teva is
cooperating fully with this subpoena.
On March 21, 2017, Teva received a subpoena from the U.S.
Attorney’s office in Boston, Massachusetts requesting
documents related to Teva’s donations to patient assistance
programs. Teva is cooperating fully in responding to the
subpoena.
In December 2016, Teva resolved certain claims under the U.S.
Foreign Corrupt Practices Act (“FCPA”) with the SEC and
the DOJ, as more fully described in Teva’s 2017 Annual
Report. The settlement included a fine, disgorgement and
prejudgment interest; a three-year deferred prosecution agreement
(“DPA”) for Teva; a guilty plea by Teva’s Russian
subsidiary to criminal charges of violations of the anti-bribery
provisions of the FCPA; consent to entry of a final judgment
against Teva resolving civil claims of violations of the
anti-bribery, internal controls and books and records provisions of
the FCPA; and the retention of an independent compliance monitor
for a period of three years. If, during the term of the DPA
(approximately three years, unless extended), the DOJ determines
that Teva has committed a felony under federal law, provided
deliberately false or misleading information or otherwise breached
the DPA, Teva could be subject to prosecution and additional fines
or penalties, including the deferred charges.
Following the above resolution with the SEC and DOJ, Teva has had
requests for documents and information from various Russian
government entities. In addition, on January 14, 2018, Teva
entered into an arrangement for the Contingent Cessation of
Proceedings pursuant to the Israeli Securities Law with the
Government of Israel that ended the investigation of the Israeli
government into the conduct that was subject to the FCPA
investigation, and provided a payment of approximately
$22 million.
Shareholder Litigation
On November 6, 2016 and December 27, 2016, two putative
securities class actions were filed in the U.S. District Court for
the Central District of California against Teva and certain of its
current and former officers and directors. After those two lawsuits
were consolidated and transferred to the U.S. District Court for
the District of Connecticut, the court appointed the Ontario
Teachers’ Pension Plan Board as lead plaintiff (the
“Ontario Teachers Securities Litigation”). The lead
plaintiff then filed a consolidated amended complaint. On
December 1, 2017, Teva and the current and former officer and
director defendants subsequently filed motions to dismiss the
consolidated amended complaint, with prejudice. On April 3,
2018, the court granted the motions to dismiss without prejudice.
Lead plaintiff filed a second amended complaint on June 22,
2018, purportedly on behalf of purchasers of Teva’s
securities between February 6, 2014 and August 3, 2017.
The second complaint asserts that Teva and certain of its current
and former officers and directors violated federal securities laws
in connection with Teva’s alleged failure to disclose pricing
strategies for various drugs in its generic drug portfolio and by
making allegedly false or misleading statements in certain offering
materials issued during the class period. The second complaint
seeks unspecified damages, legal fees, interest, and costs. Teva
and the current and former officer and director defendants filed
motions to dismiss the second complaint on September 14, 2018.
Lead plaintiff’s opposition to the motions to dismiss is due
on November 9, 2018.
On July 17, 2017, a lawsuit was filed in the U.S. District
Court for the Southern District of Ohio derivatively on behalf of
the Teva Employee Stock Purchase Plan, and alternatively as a
putative class action lawsuit on behalf of individuals who
purchased Teva stock through that plan. That lawsuit seeks
unspecified damages, legal fees, interest and costs. The complaint
alleges that Teva failed to maintain adequate financial controls
based on the facts underpinning Teva’s FCPA DPA and also
based on allegations substantially similar to those in the Ontario
Teachers Securities Litigation. On November 29, 2017, the
court granted Teva’s motion to transfer the litigation to the
U.S. District Court for the District of Connecticut where the
Ontario Teachers Securities Litigation is pending. On
February 12, 2018, the district court stayed the case pending
resolution of the motions to dismiss filed in the consolidated
putative securities class action described above.
On August 3, 2017, a securities lawsuit was filed in the U.S.
District Court for the District of Connecticut by OZ ELS Master
Fund, Ltd. and related entities. The complaint asserts that Teva
and certain of its current and former officers violated the federal
securities laws in connection with Teva’s alleged failure to
disclose Teva’s participation in an alleged anticompetitive
scheme to fix prices and allocate markets for generic drugs in the
United States. On August 30, 2017, the court entered an order
deferring all deadlines pending the resolution of the motions to
dismiss filed in the Ontario Teachers Securities Litigation
described above.
On August 21 and 30, 2017, each of Elliot Grodko and Barry
Baker filed a putative securities class action in the U.S. District
Court for the Eastern District of Pennsylvania purportedly on
behalf of purchasers of Teva’s securities between
November 15, 2016 and August 2, 2017 seeking unspecified
damages, legal fees, interest, and costs. The complaints allege
that Teva and certain of its current and former officers violated
the federal securities laws and Israeli securities laws by making
false and misleading statements in connection with Teva’s
acquisition and integration of Actavis Generics. On
November 1, 2017, the court consolidated the Baker and Grodko
cases. On April 10, 2018, the court granted Teva’s
motion to transfer the consolidated action to the District of
Connecticut where the Ontario Teachers Securities Litigation is
currently pending.
Between August and October 2018, four complaints were filed against
Teva and current and former officer and director defendants seeking
unspecified compensatory and rescissory damages, legal fees, costs
and expenses. The allegations in these complaints are substantially
similar to the allegations in the Ontario Teachers Securities
Litigation, but have been brought on behalf of plaintiffs that have
“opted out” of the putative class in the Ontario
Teachers Securities Litigation. The plaintiffs in
these “opt-out”
Motions to approve derivative actions against certain past and
present directors and officers have been filed in Israel with
respect to alleged negligence and recklessness with respect to the
acquisition of the Rimsa business and the acquisition of Actavis
Generics. Motions for document disclosure prior to initiating
derivative actions were filed with respect to dividend
distribution, executive compensation and several patent settlement
agreements. Motions to approve securities class actions against
Teva and certain of its current and former directors and officers
were filed in Israel based on allegations of improper disclosure of
the above-mentioned pricing investigation, as well as lack of
disclosure of negative developments in the generic sector,
including price erosion with respect to Teva’s products.
Other motions were filed in Israel to approve a derivative action,
discovery and a class action related to claims regarding
Teva’s above-mentioned FCPA resolution with the SEC and
DOJ.
Environmental Matters
Teva or its subsidiaries are party to a number of environmental
proceedings, or have received claims, including under the federal
Superfund law or other federal, provincial or state and local laws,
imposing liability for alleged noncompliance, or for the
investigation and remediation of releases of hazardous substances
and for natural resource damages. Many of these proceedings and
claims seek to require the generators of hazardous wastes disposed
of at a third party-owned site, or the party responsible for a
release of hazardous substances that impacted a site, to
investigate and clean the site or to pay or reimburse others for
such activities, including for oversight by governmental
authorities and any related damages to natural resources. Teva or
its subsidiaries have received claims, or been made a party to
these proceedings, along with others, as an alleged generator of
wastes that were disposed of or treated at third-party waste
disposal sites, or as a result of an alleged release from one of
Teva’s facilities or former facilities.
Although liability among the responsible parties, under certain
circumstances, may be joint and several, these proceedings are
frequently resolved so that the allocation
of clean-up clean-up clean-up
Other Matters
On February 1, 2018, former shareholders of Ception
Therapeutics, Inc., a company that was acquired by and merged into
Cephalon in 2010, prior to Cephalon’s acquisition by Teva,
filed breach of contract and other related claims against the
Company, Teva USA and Cephalon in the Delaware Court of
Chancery. Among other things, the plaintiffs allege that
Cephalon breached the terms of the 2010 Ception-Cephalon merger
agreement by failing to exercise commercially reasonable efforts to
develop and commercialize CINQAIR ® |
