-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ll2qt+9h8sdFIp2gUbpEeGQOVHUXyJmFx64V7opU1aKSm0iwfDq4/v5x1/BvqF/y DaCfIWjBfR5/ZP3XgoPkDg== 0001104659-08-023392.txt : 20080409 0001104659-08-023392.hdr.sgml : 20080409 20080409111546 ACCESSION NUMBER: 0001104659-08-023392 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080409 DATE AS OF CHANGE: 20080409 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BENTLEY PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000821616 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 591513162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40113 FILM NUMBER: 08746892 BUSINESS ADDRESS: STREET 1: BENTLEY PARK STREET 2: 2 HOLLAND WAY CITY: EXETER STATE: NH ZIP: 03833 BUSINESS PHONE: 6036586100 MAIL ADDRESS: STREET 1: BENTLEY PARK STREET 2: 2 HOLLAND WAY CITY: EXETER STATE: NH ZIP: 03833 FORMER COMPANY: FORMER CONFORMED NAME: BELMAC CORP /FL/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MURPHY JAMES R CENTRAL INDEX KEY: 0001218893 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: BENTLEY PARK STREET 2: 2 HOLLAND WAY CITY: EXETER STATE: NH ZIP: 03833 SC 13D 1 a08-10450_2sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Bentley Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.02 Par Value

(Title of Class of Securities)

082657107

(CUSIP Number)

James R. Murphy

Bentley Park

2 Holland Way

Exeter, NH 03833

Copy to:

Nathaniel S. Gardiner, Esq.

Edwards Angell Palmer & Dodge LLP

111 Huntington Avenue

Boston, Massachusetts 02199

(617) 239-0100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 31, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 082657107

	1.	Names of Reporting Persons James R. Murphy

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,165,599

			8.	Shared Voting Power 1,165,599

			9.	Sole Dispositive Power 1,165,599

			10.	Shared Dispositive Power 1,165,599

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,165,599

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x Mr. Murphy disclaims beneficial ownership of 100 shares owned by his son and any other shares owned by a party to the Voting Agreement described herein.

	13.	Percent of Class Represented by Amount in Row (11) 5.0%*

	14.	Type of Reporting Person (See Instructions) IN

*Calculated based on 22,449,814 shares of common stock outstanding as of March 29, 2008, as represented by the Company in the Merger Agreement.

Item 1.	Security and Issuer
Common Stock, $0.02 par value per share, of Bentley Pharmaceuticals, Inc., Bentley Park, 2 Holland Way, Exeter, New Hampshire 03833

Item 2.	Identity and Background
(a) Name: James R. Murphy (b) Business Address: Bentley Pharmaceuticals, Inc., Bentley Park, 2 Holland Way, Exeter, New Hampshire 03833 (c) Principal Occupation: The reporting person is the Chief Executive Officer of Bentley Pharmaceuticals, Inc., Bentley Park, 2 Holland Way, Exeter, New Hampshire 03833 (d) The reporting person has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) The reporting person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: USA

Item 3.	Source and Amount of Funds or Other Consideration


Item 4.	Purpose of Transaction
On March 31, 2008, Bentley Pharmaceuticals, Inc. (“Bentley” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Teva Pharmaceuticals Industries Ltd., an Israeli corporation (“Teva”), and Beryllium Merger Corporation, a wholly-owned, newly-formed subsidiary of Teva (“Acquisition Sub”). In conjuntion with the execution of the Merger Agreement, and to induce Teva to enter into the Merger Agreement, James R. Murphy entered into a Voting Agreement (the “Voting Agreement”) with Teva, Michael McGovern and Elizabeth McGovern (Michael McGovern’s wife), dated March 31, 2008, pursuant to which Mr. Murphy has agreed to vote all shares of Common Stock beneficially owned by him in favor of the Merger. Mr. Murphy has appointed Teva as the sole and exclusive attorney and proxy, with full power of substitution and resubstitution, to vote the shares of Common Stock beneficially owned by him in favor of the Merger. The Merger Agreement is incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed April 1, 2008 by Bentley Pharmaceuticals, Inc. A copy of the Voting Agreement is filed as Exhibit 1 hereto. The descriptions of the Merger Agreement and the Voting Agreement included in this Schedule 13D are qualified in their entirety by reference to these filed exhibits.

Item 5.	Interest in Securities of the Issuer
On March 31, 2008, the Company entered into the Merger Agreement described in Item 4 above. Pursuant to the Voting Agreement entered into in conjunction with the Merger Agreement, Mr. Murphy has agreed to vote his shares (the “Subject Shares”) in favor of the Merger. The Subject Shares together with all options held by Mr. Murphy that vest within 60 days of March 31, 2008 represent 5.0% of the Company’s outstanding capital stock as of March 29, 2008. As a result of the Voting Agreement, Mr. Murphy may be deemed to have shared voting and dispositive powers with respect to the Subject Shares and Teva and Acquisition Sub may be deemed to be beneficial owners of the Subject Shares.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Pursuant to the Voting Agreement, and subject to the terms and conditions contained therein, Mr. Murphy has agreed that, prior to the termination of the Voting Agreement, at any meeting of the stockholders of Bentley, however called, or in connection with any written consent of, or any other action by, the stockholders of Bentley given or solicited, Mr. Murphy shall vote, or provide consent with respect to, all of the Subject Shares entitled to vote or to consent thereon: (i) in favor of consummation of the Merger Agreement and the transactions contemplated thereby (including, without limitation, the merger and the spin-off) and (ii) against any Alternative Transaction (as defined in the Voting Agreement) or any other action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Bentley under the Merger Agreement or that is intended, or could reasonably be expected, to materially impede, interfere with, delay postpone, discourage or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement. Furthermore, except as provided for in the Voting Agreement, Mr. Murphy, has irrevocably granted to and appointed Teva to be his proxy and attorney-in-fact (with full power of substitution) to vote all the Subject Shares (owned of record) in accordance with the provisions described above. Also pursuant to the Voting Agreement, and subject to the terms and conditions contained therein, Mr. Murphy has agreed that until termination of the Voting Agreement, Mr. Murphy shall (i) not take any action to subject any of the Subject Shares that are beneficially owned by him to any lien, (ii) not (w) transfer or agree to transfer, (x) solicit or encourage (including by way of providing material nonpublic information) any proposal, (y) participate or engage in discussions or negotiations, or (z) enter into any agreement or arrangement in principal, in each case with respect to the transfer of any of the Subject Shares that are beneficially owned by him or grant any proxy or power-of-attorney with respect to any such Subject Shares, (iii) vote all of the Subject Shares against any Alternative Transaction and (iv) use all reasonable efforts to prevent any creditor in respect of any pledge of the Subject Shares that are beneficially owned by Mr. Murphy from exercising his rights under such pledge. The Voting Agreement provides that it will terminate upon the earliest of (i) the effective time of the Merger, (ii) the termination of the Merger Agreement in accordance with Section 8.1 thereof, (iii) the time of any modification to the Merger Agreement that adversely affects Mr. Murphy in any material respect, or (iv) written notice by Teva to Mr. Murphy of the termination of the Voting Agreement. The Voting Agreement is incorporated herein by reference and the foregoing summary is qualified in its entirety by reference to the filed exhibit.

Item 7.	Material to be Filed as Exhibits
Exhibit 1. Voting Agreement, dated as of March 31, 2008, by and among Teva Pharmaceutical Industries Limited, Beryllium Merger Corporation, Michael McGovern, James Murphy and Elizabeth McGovern.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	April 8, 2008
	Date
	/s/ James R. Murphy
	Signature
	James R. Murphy, individually
	Name/Title

EX-1 2 a08-10450_2ex1.htm EX-1

Exhibit 1

EXECUTION VERSION

VOTING AGREEMENT

VOTING AGREEMENT, dated as of March 31, 2008 (this “Agreement”), by and among Teva Pharmaceutical Industries Limited, an Israeli corporation (“Buyer”), Beryllium Merger Corporation, a Delaware corporation (“Acquisition Sub”), and the Persons (as hereinafter defined) set forth on Schedule I attached hereto (collectively, the “Stockholders”, and each, a “Stockholder”).

W I T N E S S E T H:

WHEREAS, simultaneously with the execution and delivery of this Agreement, Buyer, Acquisition Sub and Bentley Pharmaceuticals, Inc., a Delaware corporation (the “Company”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended from time to time as provided therein, the “Merger Agreement”), providing for, among other things, the merger of Acquisition Sub with and into the Company (the “Merger”);

WHEREAS, each Stockholder Beneficially Owns (as hereinafter defined) the number of shares of common stock of the Company (the “Company Stock”) set forth opposite such Stockholder’s name on Schedule I attached hereto; and

WHEREAS, as a condition and inducement to the willingness of Buyer to enter into the Merger Agreement and incur the obligations set forth therein, Buyer has required that the Stockholders enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINED TERMS

Section 1.1 Definitions. Capitalized, undefined terms used in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement. For purposes of this Agreement, the terms below shall have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such specified Person. For purposes of this Agreement, with respect to any Stockholder, “Affiliate” shall not include the Company and the Persons that directly, or indirectly through one or more intermediaries, are controlled by the Company. For the avoidance of doubt, no officer or director of the Company shall be deemed an Affiliate of another officer or director of the Company by virtue of his or her status as an officer or director of the Company.

“Alternative Transaction” means (a) any Competing Proposal or Superior Proposal, (b) any other transaction that involves (i) the Transfer of twenty-five percent (25%) or more of the equity interests of the Company or any of its significant subsidiaries (whether by merger or otherwise) or (ii) any acquisition that would constitute twenty-five percent (25%) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole (other than the transactions contemplated by the Merger Agreement), or (c) any other agreement or transaction that would reasonably be expected to materially hinder, delay, impede or frustrate the consummation of the transactions contemplated by the Merger Agreement (including, without limitation, the Merger and the Spin-Off) or any actions required in furtherance thereof.

“Beneficially Owned” or “Beneficial Ownership” with respect to any securities means having beneficial ownership of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act, disregarding the phrase “within 60 days” in paragraph (d)(1)(i) thereof), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

“Beneficial Owner” with respect to any securities means a Person that has Beneficial Ownership of such securities.

“Person” shall mean an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group (as defined in the Exchange Act).

“Subject Securities” means, with respect to any Stockholder, without duplication, (a) any shares of Company Stock Beneficially Owned by such Stockholder on the date hereof as described on Schedule I, and (b) any additional shares of Company Stock acquired by such Stockholder or over which such Stockholder acquires Beneficial Ownership, whether pursuant to existing options, warrants or other rights to acquire securities of the Company or otherwise.

“Termination Time” means the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with Section 8.1 thereof, (c) the time of any modification to the Merger Agreement that adversely affects the Stockholders in any material respect, or (d) written notice by Buyer to the Stockholders of the termination of this Agreement.

“Transfer” means, with respect to a security, the sale, transfer, pledge, hypothecation, encumbrance, assignment, exclusive license or other disposition of such security or the Beneficial Ownership thereof, the offer to make such a sale, transfer, pledge, hypothecation, encumbrance, assignment, exclusive license or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, “Transfer” shall have a correlative meaning.

ARTICLE II

COVENANTS OF STOCKHOLDERS

Section 2.1 Irrevocable Proxy. Concurrently with the execution of this Agreement, each Stockholder shall execute and deliver to Buyer a proxy in the form attached hereto as Exhibit A (each, a “Proxy”). Each Proxy shall be irrevocable to the fullest extent provided in Section 212 of the Delaware General Corporation Law (the “DGCL”) with respect to the securities referred to therein.

Section 2.2 Agreement to Vote.

(a) At any meeting of the stockholders or holders of other securities of the Company, however called, and at every adjournment or postponement thereof, or in connection with any written consent of, or any other action by, the stockholders or other holders of securities of the Company given or solicited, each Stockholder shall vote, or provide his or her consent with respect to, all of such Stockholder’s Subject Securities entitled to vote or to consent thereon: (i) in favor of adoption, approval and consummation of the Merger Agreement and the transactions contemplated thereby (including, without limitation, the Merger and the Spin-Off) and any actions required in furtherance thereof and (ii) against any Alternative Transaction or any other action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that is intended, or could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement.

(b) Each Stockholder hereby agrees that he or she shall not directly or indirectly enter into any agreement (whether written or oral) with any other Person (other than Buyer) to vote, grant any proxy or give instructions with respect to the voting of, any Subject Securities that are Beneficially Owned by such Stockholder.

Section 2.3 Revocation of Proxies; Cooperation.

(a) Each Stockholder hereby severally, but not jointly, and with respect only to himself or herself and not any other Stockholder, represents and warrants to Buyer that any proxies heretofore given in respect of the Subject Securities Beneficially Owned by such Stockholder are not irrevocable, and such Stockholder hereby revokes any and all proxies (other than the Proxies) with respect to such Subject Securities. Stockholder shall not grant any proxies or powers of attorney with respect to the matters set forth in Section 2.2 hereof (other than to Buyer), deposit any of the Subject Securities Beneficially Owned by him or her, or enter into a voting agreement (other than this Agreement) with respect to any of such Subject Securities.

(b) Each Stockholder shall use all reasonable efforts to (i) cooperate with the Company, Acquisition Sub and Buyer in connection with, and in furtherance of, the transactions contemplated by the Merger Agreement (including, without limitation, the

Merger and the Spin-Off), (ii) promptly take such actions as are reasonably necessary or appropriate to consummate such transactions, and (iii) provide any information reasonably requested by the Company or Buyer for any regulatory application or filing made or approval sought in respect of such transactions.

Section 2.4 No Limitation. Buyer and each Stockholder hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) the provisions of this Agreement apply solely to such Stockholder when acting in his or her capacity as a holder of securities of the Company and not when acting or purporting to act as a director or officer of the Company (it being understood that the Company has separate and independent obligations to Buyer under the Merger Agreement); and (ii) none of the provisions of this Agreement shall be construed to prohibit, limit or restrict any Stockholder from exercising his or her fiduciary duties to the Company by voting or taking any other action whatsoever in the capacity of a director or officer of the Company.

Section 2.5 No Transfer of Subject Securities; Publicity.

(a) During the term of this Agreement, (i) no Stockholder shall take any action to subject any of the Subject Securities that are Beneficially Owned by him or her to any Lien, (ii) no Stockholder shall (w) Transfer or agree to Transfer, (x) solicit or encourage (including by way of providing material nonpublic information) any proposal, (y) participate or engage in discussions or negotiations, or (z) enter into any agreement or arrangement in principal, in each case with respect to the Transfer of any of the Subject Securities that are Beneficially Owned by him or her or grant any proxy or power-of-attorney with respect to any such Subject Securities, (iii) each Stockholder shall vote all of such Stockholder’s Subject Securities against any Alternative Transaction and (iv) each Stockholder shall use all reasonable efforts to prevent creditors in respect of any pledge of the Subject Securities that are Beneficially Owned by him or her from exercising their rights under such pledge. This Section 2.5 shall not prohibit a Transfer of Subject Securities by a Stockholder to any member of such Stockholder’s immediate family, or to a trust for the benefit of such Stockholder or any member of such Stockholder’s immediate family; provided, however, that a Transfer referred to in this sentence shall be permitted only if, as a condition precedent to such Transfer, the transferee in such Transfer agrees in a writing that is reasonably satisfactory in form and substance to Buyer to be bound by all of the terms of this Agreement as though such transferee were a Stockholder hereunder.

(b) Except to the extent required by applicable law, each Stockholder shall not, and each Stockholder shall cause his or her Affiliates and their respective directors (or persons in similar positions), officers, employees, agents or representatives (as applicable) not to, make any press release or public announcement with respect to the business or affairs of the Company or Buyer, including this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, without the prior written consent of Buyer and the Company in each instance, which consent shall not be unreasonably withheld, delayed or conditioned.

Section 2.6 No Appraisal. Each Stockholder hereby (a) agrees not to make a demand for appraisal in respect of any Subject Securities that are Beneficially Owned by

him or her and (b) hereby irrevocably and unconditionally waives any and all appraisal rights (including, without limitation, under Section 262 of the DGCL), dissenters’ rights and similar rights relating to the Merger Agreement or any of the transactions contemplated thereby (including, without limitation, the Merger).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS

Each Stockholder hereby severally, but not jointly, and with respect only to himself or herself and not any other Stockholder, represents and warrants to Buyer that:

Section 3.1 Ownership. Such Stockholder is the sole Beneficial Owner and the record and legal owner of the Subject Securities or options, warrants or other rights to acquire Subject Securities, as applicable, set forth opposite such Stockholder’s name on Schedule I attached hereto, which Subject Securities constitute all of the securities of the Company that are Beneficially Owned by such Stockholder as of the date hereof; and such Stockholder has good and valid title to all of such Subject Securities, free and clear of all Liens, options, proxies and voting agreements and has the sole right to such Subject Securities, and there are no restrictions on rights of disposition or other Liens pertaining to such Subject Securities. None of the Subject Securities set forth opposite such Stockholder’s name on Schedule I attached hereto is subject to any voting trust or other contract (whether written or oral) with respect to the voting thereof, and no irrevocable proxy, power of attorney or other authorization has been granted with respect to any of such Subject Securities.

Section 3.2 Authority and Non-Contravention.

(a) Assuming due authorization, execution and delivery of this Agreement by Buyer, this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and such Stockholder has all necessary power, authority and legal capacity to execute and deliver this Agreement and to perform his or her obligations under this Agreement, and no other proceedings or actions on the part of such Stockholder are necessary to authorize such Stockholder’s execution, delivery or performance of this Agreement or its consummation of the transactions contemplated hereby.

(b) Except for applicable filings to be made by such Stockholder under Section 13 of the Exchange Act, such Stockholder is not nor will it be required to make any filing with or give any notice to, or to obtain any consent from, any Person or Governmental Entity in connection with the execution, delivery or performance of this Agreement or to

obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby.

(c) Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby will directly or indirectly (whether with notice or lapse of time or both) (i) conflict with, result in any violation of, require any consent under or constitute a default by such Stockholder under any mortgage, bond, indenture, agreement, instrument or obligation to which such Stockholder is a party or by which he or she or any of his or her assets (including any Subject Securities that are Beneficially Owned by such Stockholder) are bound, or violate any permit of any Governmental Entity, or any law, order or consent decree to which such Stockholder, or any of his or her assets (including any Subject Securities that are Beneficially Owned by such Stockholder), may be subject, or (ii) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by such Stockholder (including any Subject Securities that are Beneficially Owned by him or her), except, in each case, for any violations, failures to obtain consents, defaults or other actions that would not, and would not reasonably be expected to, individually or in the aggregate, prevent or delay the performance of such Stockholder under this Agreement.

Section 3.3 Total Shares. Except as set forth on Schedule I attached hereto, such Stockholder is not the Beneficial Owner of, and does not have (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any right to acquire, and has no other interest in or voting rights with respect to, any securities of the Company.

Section 3.4 Reliance. Such Stockholder understands and acknowledges that Buyer is entering into the Merger Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Agreement.

ARTICLE IV

GENERAL PROVISIONS

Section 4.1 No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Buyer or any of its Affiliates (including, without limitation, Acquisition Sub) any direct or indirect ownership or incidents of ownership of or with respect to any Subject Securities. All rights, ownership and economic benefits of and relating to the Subject Securities shall remain and belong to the Stockholders, and Buyer and its Affiliates (including, without limitation, Acquisition Sub) shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct any Stockholder in the voting of any of the Subject Securities, except as otherwise provided herein.

Section 4.2 Notices. All notices, consents, waivers and other communications under this Agreement shall be in writing (including facsimile or similar writing) and shall be given:

(a) If to Buyer, to:

Teva Pharmaceutical Industries Limited
5 Basel Street
Petach Tikva 49131

Attention:		General Counsel and Secretary
Facsimile:		011 972 3 924 6026

With a copy to:

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019

Attention:		Peter H. Jakes, Esq.
		Jeffrey S. Hochman, Esq.

Facsimile: (212) 728-9592

(b) If to a Stockholder, to such Stockholder’s address set forth on Schedule I attached hereto.

or such other address or facsimile number as a party hereto may hereafter specify for the purpose by notice to the other parties hereto. Each notice, consent, waiver or other communication under this Agreement shall be effective only (a) if given by facsimile, when the facsimile is transmitted to the facsimile number specified in or pursuant to this Section 4.2 and the appropriate facsimile confirmation is received or (b) if given by overnight courier or personal delivery, when delivered at the address specified in or pursuant to this Section 4.2.

Section 4.3 Entire Agreement and Modification. This Agreement, each Proxy and any other documents delivered by the parties hereto in connection herewith constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and constitute (along with the documents delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement among the parties hereto with respect to the subject matter hereof. This Agreement shall not be amended, supplemented or otherwise modified except by a written document executed by the party against whose interest the modification will operate.

Section 4.4 Drafting and Representation. The parties hereto hereby agree that the terms and language of this Agreement were the result of negotiations between the parties and, as a result, there shall be no presumption that any ambiguities in this Agreement shall be resolved against any party hereto. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation.

Section 4.5 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction, as determined by a court of competent jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without affecting the validity or enforceability of the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 4.6 Assignment, Binding Effect and No Third-Party Rights. This Agreement shall not be assigned (by operation of law or otherwise) without the prior written consent of Buyer (in the case of assignment by a Stockholder) or the Stockholders (in the case of an assignment by Buyer), and any purported assignment or delegation other than in accordance with this Section 4.6 shall be void ab initio; provided that Buyer may assign its rights and obligations hereunder to Acquisition Sub or any other subsidiary of Buyer. This Agreement will apply to, be binding in all respects upon, and inure to the benefit of each of the parties hereto and their respective successors, personal or legal representatives, heirs, distributes, devisees, legatees, executors, administrators and permitted assigns. Nothing expressed or referred to in this Agreement will be construed to give any Person, other than the parties to this Agreement, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement except such rights as may inure to the respective successors, personal or legal representatives, heirs, distributes, devisees, legatees, executors, administrators and permitted assigns of the parties hereto as provided in this Section 4.6.

Section 4.7 Enforcement of Agreement. Each Stockholder hereby acknowledges and agrees that Buyer and/or its Affiliates (including, without limitation, Acquisition Sub) could be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement by such Stockholder could not be adequately compensated by monetary damages. Accordingly, such Stockholder hereby (a) waives, in any action for specific performance, the defense of adequacy of a remedy at law and (b) agrees that, in addition to any other right or remedy to which Buyer may be entitled, at law or in equity, Buyer shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.

Section 4.8 Waiver. The rights and remedies of the parties to this agreement are cumulative and not alternative. Neither any failure nor any delay by a party in exercising any right, power or privilege under this Agreement, any Proxy or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by law, (a) no claim or right arising out of this Agreement, any Proxy or any of the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or

right unless in a written document signed by each other party hereto against whom such waiver or renunciation is charged, (b) no waiver that may be given by a party hereto will be applicable except in the specific instance for which it is given, and (c) no notice to or demand on one party hereto will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement, any applicable Proxy or the documents referred to in this Agreement.

Section 4.9 Governing Law. This Agreement and all acts and transaction pursuant hereto, and the rights of obligations of the parties hereto and any dispute arising out of, relating to or in connection with this Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to any provisions that might require the application of the Law of a different jurisdiction.

Section 4.10 Consent to Jurisdiction.

(a) Each of the parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in a state or federal court located in Delaware. In addition, each of Buyer, Acquisition Sub and the Stockholders hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the District of Delaware (or, if such court does not have jurisdiction over the subject matter of such proceeding or if such jurisdiction is not available, in the Court of Chancery of the State of Delaware, County of New Castle), not to bring any claim regarding such a dispute in any other court, and to waive unconditionally any objection to the laying of venue in such forum, including any claim of inconvenient forum. Each of the parties further agree that service of any process, summons, notice or document by U.S. registered mail to the address set forth above or on Schedule I hereto, as applicable, shall be effective service of process for any action, suit or proceeding brought against such party in any such court. The parties agree that a final judgment in any such dispute shall be conclusive and may be enforced in other jurisdictions by suits on the judgment or in any other manner provided by law.

(b) Each of Buyer, Acquisition Sub and the Stockholders irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party. Nothing in this Section 4.10 shall affect the right of any party to serve legal process in any other manner permitted by Law.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 4.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

Section 4.12 Termination. This Agreement and all obligations hereunder shall terminate at the Termination Time.

Section 4.13 Expenses. Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

Section 4.14 Headings; Construction. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement (a) words denoting the singular include the plural and vice versa, (b) “it” or “its” or words denoting any gender include all genders and (c) the word “including” shall mean “including, without limitation,” whether or not expressed.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

TEVA PHARMACEUTICAL INDUSTRIES LIMITED


By:
Name:			Itzhak Krinsky, Ph.D.
Title:			Corporate Vice President - Business
			Development


By:
Name:			Dr. Gerard Van Odijk
Title:			Group Vice President - Europe

[SIGNATURE PAGE TO VOTING AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


	ACQUISITION SUB:

	BERYLLIUM MERGER CORPORATION


	By:
	Name:	Richard Egosi
	Title:	President and CEO

[SIGNATURE PAGE TO VOTING AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

		STOCKHOLDER:

		[·]



		Name:

[SIGNATURE PAGE TO VOTING AGREEMENT]

SCHEDULE I

Name and Address of Stockholder		Beneficially Owned Common Stock
Michael McGovern 5910 Long Island Drive Atlanta, GA 30328		3,194,428
James R. Murphy 4 John Stark Lane Hampton, NH 03842		1,165,599
Elizabeth McGovern 5910 Long Island Drive Atlanta, GA 30328		100,000

EXHIBIT A

IRREVOCABLE PROXY

Dated: March 31, 2008

The undersigned holder (the “Stockholder”) of securities of Bentley Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the full extent permitted by Section 212 of the Delaware General Corporation Law (the “DGCL”)) appoints Teva Pharmaceutical Industries Limited, an Israeli corporation (the “Buyer”), as the sole and exclusive attorney and proxy of the Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting rights expressly provided herein (to the full extent that the Stockholder is entitled to do so) with respect to the Subject Securities. Upon the Stockholder’s execution of this Proxy, any and all prior proxies given by the Stockholder with respect to the Subject Securities are hereby revoked and the Stockholder agrees not to grant any subsequent proxies with respect to the Subject Securities at any time prior to the “Termination Time” under the Voting Agreement.

This Proxy is irrevocable (to the fullest extent permitted by Section 212 of the DGCL, is coupled with an interest and is granted pursuant to that certain Voting Agreement, dated as of the date hereof (as amended from time to time, the “Voting Agreement”), by and among Buyer, Acquisition Sub (as defined in the Voting Agreement), the Stockholder and certain other holders of securities of the Company, and is granted in consideration of Buyer entering into the Merger Agreement (as defined in the Voting Agreement). For the purposes of this Proxy, “Subject Securities” has the meaning set forth in the Voting Agreement.

The attorneys and proxies named above, and each of them, are hereby authorized and empowered by the Stockholder, at any time after the date hereof and prior to the Termination Time (as defined in the Voting Agreement), to act as the Stockholder’s attorney and proxy to vote the Subject Securities, and to exercise all voting and other rights of the Stockholder with respect to the Subject Securities (including, without limitation, the power to execute and deliver written consents pursuant to Section 228 of the Delaware General Corporation Law or otherwise), at every annual or special meeting (and, in each case, any adjournment or postponement thereof) of the holders securities of the Company at which the Subject Securities are entitled to vote and in every written consent in lieu of any such meeting (or adjournment or postponement) solely in the manner set forth in Section 2.2(a) of the Voting Agreement.

The Stockholder may vote the Subject Securities on all other matters not referred to in this Proxy, and the attorneys and proxies named above may not exercise this Proxy with respect to such other matters.

This Proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of the Subject Securities).

This Proxy will terminate and become null and void and of no further effect upon the termination of the Voting Agreement pursuant to Section 4.12 thereof.

If any provision of this Proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, as determined by a court of competent jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Proxy. Each provision of this Proxy is separable from every other provision of this Proxy, and each part of each provision of this Proxy is separable from every other part of such provision.

	STOCKHOLDER:




	Printed Name:

[SIGNATURE PAGE TO IRREVOCABLE PROXY]

-----END PRIVACY-ENHANCED MESSAGE-----

ARTICLE I

DEFINED TERMS

Section 1.1 Definitions. Capitalized, undefined terms used in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement. For purposes of this Agreement, the terms below shall have the following meanings:

ARTICLE II COVENANTS OF STOCKHOLDERS

Section 2.2 Agreement to Vote.

Section 2.3 Revocation of Proxies; Cooperation.

(b) Each Stockholder shall use all reasonable efforts to (i) cooperate with the Company, Acquisition Sub and Buyer in connection with, and in furtherance of, the transactions contemplated by the Merger Agreement (including, without limitation, the

Section 2.5 No Transfer of Subject Securities; Publicity.

Section 2.6 No Appraisal. Each Stockholder hereby (a) agrees not to make a demand for appraisal in respect of any Subject Securities that are Beneficially Owned by

ARTICLE III REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS

Section 3.2 Authority and Non-Contravention.

obtain any permit or approval from any Governmental Entity for any of the transactions contemplated hereby.

Section 3.4 Reliance. Such Stockholder understands and acknowledges that Buyer is entering into the Merger Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Agreement.

ARTICLE IV GENERAL PROVISIONS

Section 4.2 Notices. All notices, consents, waivers and other communications under this Agreement shall be in writing (including facsimile or similar writing) and shall be given:

(a) If to Buyer, to:

(b) If to a Stockholder, to such Stockholder’s address set forth on Schedule I attached hereto.

Section 4.10 Consent to Jurisdiction.

Section 4.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

Section 4.12 Termination. This Agreement and all obligations hereunder shall terminate at the Termination Time.

Section 4.13 Expenses. Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

ARTICLE II

COVENANTS OF STOCKHOLDERS

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS

ARTICLE IV

GENERAL PROVISIONS