In Re Teva Securities Litigation

You have received the Notice because the parties are seeking approval of a proposed settlement on behalf of Settlement Class Members, and you have been identified as a potential Settlement Class Member either from the transfer agent’s record of ownership of Teva ADS, Preferred Shares, and/or Notes or by your broker or custodian if you purchased or acquired Teva ADS, Preferred Shares, and/or Notes in “street name.”

Receipt of the Notice does not mean that you are a Member of the Settlement Class or that you will be entitled to receive a payment. If you wish to be eligible for a payment, you are required to submit the Proof of Claim and Release Form (see FAQ 10).

The Court directed that the Notice be made available to Settlement Class Members to explain the Litigation, the settlement, Settlement Class Members’ legal rights, what benefits are available, who is eligible for them, and how to get them.

This Litigation is a securities class action first filed on November 6, 2016 on behalf of purchasers and acquirers of Teva ADS, Preferred Shares, and Notes from February 6, 2014 through May 10, 2019 Class Representatives allege that Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, and Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as well as state law. Specifically, Class Representatives allege that Defendants made material misstatements and omissions regarding Teva’s business operations and financial performance. Class Representatives further allege that as the truth regarding Defendants’ misstatements and omissions was revealed in piecemeal fashion, artificial inflation was removed from the prices of Teva Securities, damaging the Settlement Class.

Procedural History

The parties have vigorously litigated this action since it was filed on November 6, 2016. On July 11, 2017, the Court appointed Ontario Teachers’ Pension Plan Board (“Ontario Teachers’”) as lead plaintiff. On September 11, 2017, Class Representatives filed the Consolidated Class Action Complaint. On November 9, 2017, Defendants moved to dismiss the Consolidated Class Action Complaint. During an April 3, 2018 hearing, the Court granted Defendants’ motion to dismiss without prejudice, and permitted Class Representatives to file an amended complaint.

On June 22, 2018, Class Representatives filed the Amended Consolidated Class Action Complaint. Following more than 230 pages of briefing, on September 25, 2019, the Court denied in part and granted in part Defendants’ motions to dismiss.

On December 13, 2019, Class Representatives filed the 165-page Second Amended Consolidated Class Action Complaint (the “Complaint”). The Complaint expanded the Class Period to February 6, 2014 through May 10, 2019, included additional allegations and Defendants, and asserted additional claims. The parties also filed a joint motion to consolidate all of the Teva-related securities actions pending in the U.S., including class actions and actions filed by individual investors based on similar allegations to those at issue in the Litigation. The Court granted the consolidation motion on March 10, 2020.

On June 19, 2020, Class Representatives filed a motion to certify the Class. On March 9, 2021, following extensive briefing on the motion, the exchange of multiple expert reports, five expert depositions (including of three experts proffered by Defendants), briefing on Defendants’ motion to exclude Class Representatives’ expert, and a January 29, 2021 hearing, the Court entered an 88-page decision granting Class Representatives’ motion in full, denying Defendants’ motion to exclude, certifying the Class and appointing Class Counsel. On June 22, 2021, the Second Circuit denied Defendants’ petition under Federal Rule 23(f) to appeal class certification.

In the course of completing fact and expert discovery over a two-year period, the parties litigated numerous discovery disputes. Those disputes involved formal briefing on multiple motions to compel, twenty-two case management, status, and discovery conferences held by the Court, and numerous related submissions. Class Counsel also propounded hundreds of document requests, interrogatories, requests for admission, and subpoenas, and Defendants and third parties produced more than 8.2 million pages of documents. Obtaining documents from certain third parties required extensive negotiations and the commencement of a separate court proceeding to compel production. Additionally, Class Counsel deposed 23 fact witnesses, including Rule 30(b)(6) witnesses for Teva, Teva Finance, and two third parties. These witnesses were located across the United States, Spain, and Israel, and Class Counsel deposed them all remotely via videoconference in six months of intensive effort. Further, the parties exchanged hundreds of pages of responses to interrogatories and requests for admission.

The parties also completed expert discovery, with Class Representatives serving ten (10) merits expert reports (totaling more than 600 pages) on a variety of critical matters. In addition, Class Counsel defended five expert depositions and took five depositions of Defendants’ experts.

In total, the parties conducted 40 fact and expert depositions and exchanged 23 expert reports.

The parties were on the verge of filing motions for summary judgment and motions to exclude expert testimony when the parties agreed on the terms of the settlement.

Settlement Proceedings

Class Representatives and Defendants engaged in private mediation sessions before a mediator, former U.S. District Judge Layn R. Phillips. Over the course of three virtual settlement conferences in July 2020 and September 2021 and numerous subsequent communications over the course of several months, and through extensive submissions and presentations, the parties engaged in arms-length negotiations under the supervision of Judge Phillips. Finally, the parties reached an agreement in principle to settle this Litigation, pursuant to a mediator’s recommendation, for $420 million.

On January 27, 2022, the Court entered an order preliminarily approving the proposed settlement, approving the Long-Form Notice, setting deadlines, and scheduling the Settlement Hearing to consider whether to grant final approval of the settlement.

To learn more about what has happened in the Litigation to date, including a detailed history, please see the Stipulation and other relevant pleadings, which are available here. Instructions on how to get more information are also included in FAQ 25.

In a class action, one or more persons or entities sue on behalf of people and entities who have similar claims. Together, these people and entities are referred to as a “class,” and each person or entity is a “class member.” One court resolves the issues for all class members at the same time, except for those class members who exclude themselves from the class.

While Class Representatives believe their claims have merit, Defendants deny any wrongdoing or liability, and no court has decided in favor of either Defendants or the Settlement Class. The parties have agreed to the settlement to avoid the costs and risks of further litigation, including trial and post-trial appeals, and to ensure that Settlement Class Members will receive substantial immediate compensation. Particularly in light of the possibility that continued litigation could result in no greater recovery than the settlement—or no recovery at all—Class Representatives and Class Counsel believe the settlement is in the best interest of all Settlement Class Members.

The Court has preliminarily certified a settlement class (the “Settlement Class”) comprised of the following:

1. As to claims under the Securities Exchange Act of 1934, all persons and entities who, in domestic transactions, purchased or otherwise acquired the following securities during the period from February 6, 2014 through May 10, 2019, inclusive (the “Class Period”), and were damaged thereby:
   1. Teva American Depositary Shares (“ADS”);
   2. Teva 7.00% mandatory convertible preferred shares issued on or about December 3, 2015 and January 6, 2016 (“Preferred Shares”);
   3. The following Teva Finance U.S.-dollar-denominated senior notes issued on or about July 21, 2016:
      1. 1.400% Senior Notes due July 20, 2018 (“2018 Notes”);
      2. 1.700% Senior Notes due July 19, 2019 (“2019 Notes”);
      3. 2.200% Senior Notes due July 21, 2021 (“2021 Notes”);
      4. 2.800% Senior Notes due July 21, 2023 (“2023 Notes”);
      5. 3.150% Senior Notes due October 1, 2026 (“2026 Notes”); and
      6. 4.100% Senior Notes due October 1, 2046 (“2046 Notes”) (collectively, the “Notes”); and
2. As to claims under the Securities Act of 1933, all persons and entities who, in domestic transactions, purchased or otherwise acquired ADS, Preferred Shares, and Notes pursuant or traceable to the offerings of ADS and Preferred Shares completed on or about December 3, 2015 and January 6, 2016, or the offering of the Notes completed on or about July 21, 2016; and as to the alleged additional state-law claims, all persons and entities who purchased or otherwise acquired ADS pursuant to Teva’s Employee Stock Purchase Plan for U.S. Employees (“ESPP”) during the Class Period, and were damaged thereby.

Certain persons and entities are excluded from this definition, as described below in FAQ 6.

PLEASE NOTE: RECEIPT OF A NOTICE DOES NOT MEAN YOU ARE A SETTLEMENT CLASS MEMBER OR ENTITLED TO RECEIVE A PAYMENT FROM THE SETTLEMENT. IF YOU ARE A SETTLEMENT CLASS MEMBER AND YOU WISH TO BE ELIGIBLE TO GET A PAYMENT FROM THE SETTLEMENT, YOU MUST SUBMIT THE PROOF OF CLAIM AND RELEASE FORM AVAILABLE ONLINE HERE SO THAT IT IS SUBMITTED ONLINE OR POSTMARKED BY MAY 17, 2022. IF YOU DO NOT TIMELY SUBMIT A PROOF OF CLAIM AND RELEASE FORM, YOU WILL NOT HAVE ANY RIGHT TO COMPENSATION FROM THIS SETTLEMENT, BUT YOU WILL BE BOUND BY THE SETTLEMENT AND SHALL HAVE FULLY RELEASED ALL OF THE RELEASED CLAIMS AGAINST THE RELEASED DEFENDANTS.

DIRECT ACTION PLAINTIFFS (LISTED IN APPENDIX B OF THE LONG-FORM NOTICE) WHO WISH TO PARTICIPATE IN THE SETTLEMENT MUST (A) DISMISS THEIR ACTION AND (B) ELECTRONICALLY SUBMIT OR POSTMARK PROOF OF CLAIM AND RELEASE FORMS (INCLUDING COPIES OF STOCKBROKER CONFIRMATION SLIPS, STOCKBROKER STATEMENTS, OR OTHER DOCUMENTS REQUESTED THEREIN) NO LATER THAN MAY 2, 2022 (WITH SIMULTANEOUS COPIES EMAILED TO CLASS COUNSEL (TEVASETTLEMENT@BFALAW.COM) AND COUNSEL FOR DEFENDANTS (TEVASETTLEMENT@KASOWITZ.COM)).

Yes. Excluded from the Settlement Class are persons who timely and validly request exclusion from the Settlement Class. Also excluded from the Settlement Class are:

1. Defendants and any affiliates or subsidiaries thereof;
2. present and former officers and directors of Teva, Teva USA, and Teva Finance, and their immediate family members (as defined in Item 404 of SEC Regulation S-K, 17 C.F.R. § 229.404, Instructions (1)(a)(iii) & (1)(b)(ii));
3. Defendants’ liability insurance carriers, and any affiliates or subsidiaries thereof;
4. any entity in which any Defendant has or has had a controlling interest;
5. Teva’s employee retirement and benefit plan(s) (not including the ESPP); and
6. the legal representatives, heirs, estates, agents, successors, or assigns of any person or entity described in the preceding five categories.

Also excluded from the Settlement Class are:

1. any person or entity that during the Class Period purchased or otherwise acquired Teva Securities and has been promised or received a payment from or on behalf of Defendants related to or arising from litigation, or otherwise released its claims, related to its Class Period transactions in Teva Securities other than a payment of attorneys’ fees or costs incurred by such person or entity;
2. any Settlement Class Member that validly and timely requests exclusion in accordance with the requirements set by the Court; and
3. Direct Action Plaintiffs (listed in Appendix B to the Long-Form Notice) that do not timely dismiss their claims and submit Proof of Claim and Release Forms by no later than May 2, 2022.

If you are still not sure whether you are included in the settlement, you can ask for free help. You can contact the Claims Administrator toll-free at 1-855-675-3124 (or 1-503-520-4435 outside the U.S. and Canada), or you can fill out and return the Proof of Claim and Release Form available online, here (in accordance with the instructions), to see if you qualify.

A settlement has been reached in the Litigation, the terms and conditions of which are set forth in the Stipulation of Settlement (the “Stipulation”) and Exhibits thereto. The following description of the proposed settlement is only a summary, and reference is made to the text of the Stipulation, on file with the Court and accessible here, for a full statement of its provisions.

The Settlement Fund consists of Four Hundred and Twenty Million U.S. dollars ($420,000,000) in cash, plus any interest earned thereon.

The Settlement Fund will be used to pay expenses for the Litigation, to pay for distribution of the Notice and the processing of claims submitted by Settlement Class Members, to pay Taxes and Tax Expenses, and to pay attorneys’ fees and expenses (including any awards to Class Representatives).

The balance of the Settlement Fund (the “Net Settlement Fund”) will be distributed, in accordance with the Plan of Allocation described in Appendix A to the Long-Form Notice, to Settlement Class Members who submit valid and timely Proof of Claim and Release Forms.

The effectiveness of the settlement is subject to a number of conditions, as provided in the Stipulation.

Your payment (if any) will depend on several things, including how many Settlement Class Members submit timely and valid Proof of Claim and Release Forms, the total dollar amount of the claims represented by valid Proof of Claim and Release Forms, the number of Teva Securities you purchased or acquired, how much you paid for those securities, when you purchased or acquired them, and if and when you sold your Teva Securities and for how much.

By following the instructions in the Plan of Allocation, you can estimate the amount of your Recognized Claim. It is unlikely that you will get a payment for the full amount of your claim. After all Settlement Class Members have sent in their Proof of Claim and Release Forms, the payment you get will be a part of the Net Settlement Fund equal to your Recognized Claim divided by the total of all valid claimants’ Recognized Claims. (See the Plan of Allocation appended as Appendix A to the Long-Form Notice for more information on how to estimate the amount of your Recognized Claim).

You may submit a Proof of Claim and Release Form as described below. If you choose this option, you will share in the proceeds of the proposed settlement if your claim is timely, valid, and entitled to a distribution under the Plan of Allocation described in Appendix A to the Long-Form Notice and if the proposed settlement is finally approved by the Court.

To participate in the distribution of the net settlement fund, you must timely submit and valid Proof of Claim and Release Form. A Proof of Claim and Release Form may be downloaded here. You can also request that a Proof of Claim and Release Form be mailed to you by calling the Claims Administrator toll-free at 1 (855) 675-3124 or 1 (503) 520-4435 outside the U.S. and Canada.

Please read the instructions contained in the Proof of Claim and Release Form carefully, fill out the Proof of Claim and Release Form, include all the documents the form asks for, sign it, and electronically submit (here) or mail it to the Claims Administrator so that it is postmarked or received no later than May 17, 2022.

Mailing address for Proof of Claim and Release Forms:

Teva Securities Litigation
Claims Administrator
c/o Epiq
P.O. Box 3565
Portland, OR 97208-3565

Unless the Court orders otherwise, if you are a Settlement Class Member and the Court grants final approval of the settlement, you will be bound by the settlement and shall have fully released all of the Released Claims against the Released Defendants, regardless of whether you timely submit a valid Proof of Claim and Release Form. If you do not timely submit a valid Proof of Claim and Release Form, you will be barred from receiving any payments from the Net Settlement Fund, and you will still be bound by the settlement and shall have fully released all of the Released Claims against the Released Defendants.

Direct Action Plaintiffs (listed in Appendix B to the Long-Form Notice) who wish to participate in the settlement must (a) dismiss their action and (b) electronically submit or postmark Proof of Claim and Release Forms (including copies of stockbroker confirmation slips, stockbroker statements, or other documents requested therein) no later than May 2, 2022 (with simultaneous copies emailed to Class Counsel (tevasettlement@bfalaw.com) and counsel for Defendants (tevasettlement@kasowitz.com)).

The Court will hold a Settlement Hearing on June 2, 2022, at 10:00 a.m., to decide whether to approve the settlement. If the Court approves the settlement after that hearing, there might be appeals. It is always uncertain whether these appeals can be resolved, and resolving them can take time. It also takes time for all of the Proof of Claim and Release Forms to be processed. Please be patient.

If you do not make a valid and timely request in writing to be excluded from the Settlement Class, you will be bound by any and all determinations or judgments in the Litigation in connection with the settlement entered into or approved by the Court, whether favorable or unfavorable to the Settlement Class, and you shall be deemed to have, and by operation of the Judgment shall have, fully released all of the Released Claims against the Released Defendants, whether or not you submit a valid Proof of Claim and Release Form or receive any payment from the Net Settlement Fund.

No. If you do not exclude yourself, you give up any rights to sue the Released Defendants for any and all Released Claims. If you have a pending lawsuit against the Released Defendants, speak to your lawyer in that case immediately. You must exclude yourself from the Settlement Class if you want to continue your own lawsuit. Remember, the exclusion deadline is May 2, 2022.

No. If you exclude yourself, you are not a Settlement Class Member and may not send in a Proof of Claim and Release Form to ask for any money.

To represent the Class, the Court has appointed the law firm of Bleichmar Fonti & Auld LLP as Class Counsel and Carmody Torrance Sandak & Hennessey LLP as Class Liaison Counsel, and the Court has preliminarily appointed both firms to the same roles for the Settlement Class. These lawyers represent you (assuming you are a Settlement Class Member).

You will not be charged for these lawyers. They will be paid from the Settlement Fund to the extent the Court approves their application for fees and expenses. If you want to be represented by your own lawyer, you may hire one at your own expense.

At the Settlement Hearing, Class Counsel will request that the Court award attorneys’ fees not to exceed 23.75% of the Settlement Amount, plus charges and expenses not to exceed $11,000,000, including award(s) to Class Representatives of no more than $100,000 in the aggregate pursuant to 15 U.S.C. § 78u-4(a)(4) in connection with their representation of the Class, plus interest earned on these amounts at the same rate as earned by the Settlement Fund. These amounts, if approved, will be paid from the Settlement Fund.

As explained above, Class Counsel have litigated this case on behalf of Class Representatives and the Settlement Class on a wholly contingent basis, expending considerable time and effort over the last five years. These activities have included investigating the claims and defeating Defendants’ second round of motions to dismiss after extensive briefing; obtaining class certification based on extensive briefing, expert reports, and depositions; conducting extensive discovery, including taking 23 fact depositions; serving 10 merits expert reports; taking or defending 10 merits expert depositions; and preparing motions for partial summary judgment and exclusion of Defendants’ experts. Class Counsel have also advanced significant expenses, including to compensate four experts, process and analyze 8.2 million pages of documents, and conduct 40 depositions.

To date, Class Counsel have not received any payment for their services or been paid any of their expenses. The fee award requested by Class Counsel will compensate counsel for their efforts in achieving the settlement for the benefit of the Settlement Class, and for the risks they have undertaken in representing the Settlement Class on a wholly contingent basis. Class Counsel believe that their total fee request is well within the range of fees awarded under comparable circumstances in other litigations of this type, and have provided further explanation and documentation of the request in an application for attorneys’ fees and expenses filed on April 28, 2022 (available here).

If you are a Settlement Class Member, you may, but are not required to, enter an appearance through counsel of your own choosing and at your own expense, provided that such counsel must file an appearance on your behalf on or before May 12, 2022, and must serve copies of such appearance on the attorneys listed below. If you do not enter an appearance through counsel of your own choosing, you will be represented by Class Counsel: Joseph A. Fonti, Bleichmar Fonti & Auld LLP, 7 Times Square, 27th Floor, New York, NY 10036, Telephone: 888-879-9418.

Any Settlement Class Member who objects to any aspect of the proposed settlement, including the Plan of Allocation, or the application for attorneys’ fees and expenses, may appear and ask to be heard at the Settlement Hearing.

You may object to the proposed settlement in writing. You may also appear at the Settlement Hearing, either in person or through your own attorney. If you appear through your own attorney, you are responsible for any legal expenses charged by that attorney. Any objection must: (1) include your name, address, and telephone number; (2) clearly identify the case name and number (In re Teva Securities Litigation, No. 3:17-cv-00558 (SRU) (D. Conn.)); (3) demonstrate your membership in the Settlement Class by providing proof (such as stockbroker confirmation slips, stockbroker statements, or other documents) of the date(s), price(s), and number(s) of all ADS, Preferred Shares, and/or Notes purchased and/or sold during the Class Period; (4) contain a statement of the reasons for objection; (5) identify all other class action settlements the objector or his, her or its counsel has previously objected to; (6) include copies of any papers, briefs, or other documents upon which the objection is based; (7) include the objector’s signature, even if represented by counsel; and (8) be submitted to the Court either by mailing the objection and all supporting materials to the Clerk’s Office of the District Court for the District of Connecticut, Brien McMahon Federal Building, 915 Lafayette Boulevard, Bridgeport, CT 06604, or by filing them electronically by ECF on the docket for this case or in person at any location of the United States District Court for the District of Connecticut. Such objections, papers, and briefs must be received or filed, not simply postmarked, on or before May 12, 2022, twenty-one (21) calendar days prior to the Settlement Hearing.

Only Settlement Class Members who have submitted written notices of objection in the manner and time provided above will be heard at the Settlement Hearing, unless the Court orders otherwise. Any Settlement Class Member who does not make their objection in the manner and time provided above shall be deemed to have waived such objection and shall be foreclosed from making any objection to the fairness or adequacy of the proposed settlement, to the Plan of Allocation, or to the award of attorneys’ fees and expenses, unless otherwise ordered by the Court.

Objecting is telling the Court that you do not like something about the proposed settlement, the Plan of Allocation, or the attorneys’ fee and expense application. You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement Class; if you exclude yourself, you cannot object. Do not submit both an objection and a request for exclusion. If you submit both, your objection will be disregarded and you will be excluded from the Settlement Class.

The Settlement Hearing will be held on June 2, 2022, at 10:00 a.m. before the Honorable Stefan R. Underhill, Chief Judge for the United States District Court for the District of Connecticut, at the United States District Court for the District of Connecticut, Brien McMahon Federal Building, 915 Lafayette Boulevard, Bridgeport, Connecticut 06604. The purpose of the Settlement Hearing will be to determine: (1) whether the proposed settlement, as set forth in the Stipulation, consisting of Four Hundred and Twenty Million U.S. dollars ($420,000,000) in cash, should be approved as fair, reasonable, and adequate to the Settlement Class Members; (2) whether the proposed plan to distribute the Net Settlement Fund (the “Plan of Allocation”) is fair, reasonable, and adequate; (3) whether the application by Class Counsel for attorneys’ fees and expenses should be approved; and (4) whether the proposed Judgment should be entered. The Court may adjourn the Settlement Hearing to another time (i.e., reschedule) without further notice to the Settlement Class. Before the Settlement Hearing, Settlement Class Members who plan to attend should check this website in advance of the hearing or the Court’s PACER site (see FAQ 25 below) to confirm that the date of the Settlement Hearing has not changed.

No. Class Counsel will answer questions the Court may have, and Settlement Class Members do not need to appear at the hearing or take any other action to indicate their approval. You may pay your own lawyer to attend, or attend at your own expense, but you are not required to do so. If you send an objection or statement in support of the settlement, you are not required to go to Court to discuss it.

If you object to any aspect of the settlement, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must include in your objection (see FAQ 18 above) a statement that it is your “Notice of Intention to Appear in In re Teva Securities Litigation, No. 3:17-cv-00558 (SRU) (D. Conn.).” If you hire an attorney to appear on your behalf to make an objection, the attorney must file a notice of appearance with the Court and effect service on the parties to the Litigation on or before May 12, 2022, twenty-one (21) calendar days prior to the Settlement Hearing. Persons who intend to object to any aspect of the settlement, and desire to present evidence at the Settlement Hearing, must include in their written objections the identity of any witnesses they may call to testify and the exhibits they intend to introduce into evidence at the Settlement Hearing. You cannot speak at the hearing if you exclude yourself.

You may do nothing at all. If you choose this option, and:

• You are a Direct Action Plaintiff: You will not share in the proceeds of the settlement and your claims are not released.
• You are a Settlement Class Member (and not a Direct Action Plaintiff): You will not share in the proceeds of the settlement, but you will be bound by any judgment entered by the Court, and you shall be deemed to have, and by operation of the Judgment shall have, fully released all of the Released Claims against the Released Defendants.

As a Settlement Class Member, in consideration for the benefits of the settlement, you will be bound by the terms of the settlement and you will release the Released Defendants from the Released Claims as defined below.

“Released Claims” means any and all claims, rights, actions, issues, controversies, causes of action, duties, obligations, demands, actions, debts, sums of money, suits, contracts, agreements, promises, damages, and liabilities of every kind, nature and description (including Unknown Claims as defined in ¶1.41 of the Stipulation) whether arising under federal, state or foreign law, or statutory, common or administrative law, or any other law, rule or regulation, whether asserted as claims, cross-claims, counterclaims or third party claims, whether fixed or contingent, choate or inchoate, accrued or not accrued, matured or unmatured, liquidated or un-liquidated, perfected or unperfected, whether class or individual in nature, that previously existed, currently exist, exist as of the date of the Court approval of the Settlement or that may arise in the future, that Plaintiffs or any other member of the Settlement Class asserted in the Second Amended Consolidated Class Action Complaint (ECF 310, the “Complaint”) or could have asserted in the Action or in any other action or in any forum (including, without limitation, any federal or state court, or in any other court, arbitration proceeding, administrative agency or other forum, in the U.S. or elsewhere) that in any way arise out of, are based upon, relate to or concern the claims, allegations, transactions, facts, circumstances, events, acts, disclosures, statements, representations, omissions or failures to act alleged, set forth, referred to, involved in, or which could have been raised in the Action or the Complaint, and that in any way arise out of, are based upon, relate to or concern the purchase or acquisition of Teva Securities during the Class Period, including, without limitation, claims that arise out of or relate to any disclosures (including in financial statements), U.S. Securities and Exchange Commission filings, press releases, investor calls, registration statements, offering memoranda, web postings, presentations or any other statements by Defendants during the Class Period. Released Claims do not include any claims asserted by Direct Action Plaintiffs who have not both (i) dismissed their claims and (ii) sought to be included in the Settlement Class by timely submitting a completed Proof of Claim and Release. Released Claims also do not include claims to enforce the settlement and the Stipulation, any and all claims against Defendants currently pending in the courts of Israel based on purchases of common stock trading on the Tel Aviv Stock Exchange, or any claims brought derivatively. For the avoidance of doubt, such non-released claims include those asserted in Gat et al. v. Teva Pharmaceutical Industries Ltd. et al., No. 17017-11-16 (Tel Aviv – Jaffa District), Lightcom (Israel) Ltd. et al. v. Teva Pharmaceutical Industries Ltd. et al., No. 5407-09-17 (Tel Aviv – Jaffa District), and the derivative actions consolidated in Israel as Schneider v. Teva Pharmaceutical Industries Ltd. et al., No. 1944-03-20.

“Released Defendants” means each and all of the Defendants, and the applicable Related Parties. “Related Parties” means, as applicable, each and all of the following: (a) each and every Defendant, including all defendants previously named in this action; (b) each and every member of the Settlement Class, Class Representatives, and Class Representatives’ counsel; (c) the respective present and former parents, affiliates, subsidiaries, divisions, directors, officers, employees, general partners and limited partners, and successors in interest, including without limitation any Person in which a Person in subpart (a) and (b) has or had a controlling interest, in their respective capacities as such; and (d) the present and former members of the immediate family, heirs, principals, trustees, trusts, executors, administrators, predecessors, successors, assigns, members, agents, subsidiaries, employees, officers, managers, directors, general partners, limited partners, attorneys, representatives, estates, divisions, estate managers, indemnifiers, insurers and reinsurers of each of the Persons listed in subparts (a), (b), and (c) of this definition, in their respective capacities as such.

If the proposed settlement is approved, the Court will enter a Judgment (the “Judgment”). In addition, upon the Effective Date of the Judgment, Class Representatives and all Settlement Class Members and anyone claiming through or on behalf of any of them shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged all Released Claims against the Released Defendants, whether or not such Settlement Class Member executes and delivers the Proof of Claim and Release Form, whether or not such Settlement Class Member shares in the Settlement Fund, and whether or not such Settlement Class Member objects to the settlement, and will be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any action or other proceeding in any court of law or equity, arbitration tribunal or administrative forum asserting any and all Released Claims against any of the Released Defendants, except to enforce the Stipulation.

This FAQ page contains only a summary of the terms of the proposed settlement and does not describe all of the details of the Stipulation. For the precise terms and conditions of the settlement, please see the Stipulation available here; or you may contact Class Counsel at (888) 879-9418, access the Court docket in the Litigation through the Federal Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.ctd.uscourts.gov/, or visit the office of the Clerk at United States District Court for the District of Connecticut, Brien McMahon Federal Building, 915 Lafayette Boulevard, Bridgeport, Connecticut 06604, between 9:00 a.m. and 4:00 p.m., Monday through Friday, excluding Court holidays.

If you have any questions about the settlement, you may seek additional information at tevasettlement@bfalaw.com; contact the Claims Administrator: Epiq Class & Claims Solutions, Inc., In re Teva Securities Litigation, P.O. Box 3565, Portland, OR 97208-3565, Telephone: 855-675-3124 (or 1-503-520-4435 outside the U.S. and Canada), or contact Class Counsel: Joseph A. Fonti, Bleichmar Fonti & Auld LLP, 7 Times Square, 27th Floor, New York, NY 10036, Telephone: 888-879-9418.