8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 14, 2011

CEPHALON, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-19119 (Commission File Number)	23-2484489 (IRS Employer Identification No.)
41 Moores Road Frazer, Pennsylvania (Address of Principal Executive Offices)	19355 (Zip Code)

(610) 344-0200
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On October 14, 2011, Copper Merger Sub, Inc., a Delaware corporation (assignee of Copper Acquisition Corp., a Delaware corporation, “Merger Sub”) completed its merger (the “Merger”) with and into Cephalon, Inc. a Delaware corporation (the “Company”), as result of which the Company has been acquired by, and is indirectly wholly owned by, Teva Pharmaceutical Industries Ltd., an Israeli corporation (“Teva”).  The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of May 1, 2011 (“Merger Agreement”) by and among Teva, Copper Acquisition Corp. and the Company.  The Merger became effective at 8:40  a.m. Eastern Time on October 14, 2011 (the “Effective Time”).

Section 2 — Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets.

Pursuant to the Merger Agreement, on October 14, 2011, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and becoming an indirect wholly owned subsidiary of Teva.  Pursuant to the Merger Agreement, (i) each outstanding share of the Company’s common stock, par value $0.01 per share (the “Common Stock”), including restricted stock awards, was converted into the right to receive $81.50 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”) and (ii) each outstanding option to purchase Common Stock was cancelled in exchange for the right to receive the excess of the Merger Consideration over the exercise price of such option, less applicable withholding taxes.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated by reference to Exhibit 2.1 to this Current Report on Form 8-K.  A copy of the joint press release issued by Teva on October 14, 2011 to announce the completion of the Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

First Supplemental Indenture to June 7, 2005 Indenture

On October 14, 2011, the Company entered into a First Supplemental Indenture (the “2005 Supplemental Indenture”) with U.S. Bank National Association, (“U.S. Bank”), as trustee, to that certain Indenture, dated as of June 7, 2005 (the “2005 Indenture”), pursuant to which the Company issued 2.00% convertible senior subordinated notes due 2015 (the “2015 Notes”). Pursuant to the 2005 Indenture, the Company and U.S. Bank are required to enter into the 2005 Supplemental Indenture to provide that at or after the Effective Time, each holder of 2015 Notes shall be entitled thereafter, during the period such 2015 Notes shall be convertible as specified in the Indenture, to convert their 2015 Notes into cash and, with respect to the portion of the Conversion Obligation (as defined in the 2005 Indenture) in excess (if any) of the principal amount of the 2015 Notes being converted, the kind and amount of shares of stock and other securities and property (including cash) receivable upon such merger by a holder of the number of shares of Common Stock (the “Reference Property”), that would otherwise have been deliverable upon conversion of such 2015 Notes immediately prior to the Merger. The Reference Property shall be equal to $1,745.18 per $1,000 aggregate principal amount of the 2015 Notes based on a Conversion Rate (as defined in the 2005 Indenture) of 21.4133. In addition, holders of 2015 Notes who elect or have elected to convert their 2015 Notes from and after September 4, 2011 until the second Trading Day (as defined in the 2005 Indenture) immediately preceding the Fundamental Change Purchase Date (as defined in the 2005 Indenture), shall be entitled to receive a Make Whole Premium (as defined in the 2005 Indenture) equal to $28.87 per $1,000 aggregate principal amount of the 2015 Notes.

The foregoing description of the 2005 Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the 2005 Supplemental Indenture, which is incorporated by reference to Exhibit 4.1 to this Current Report on Form 8-K.

First Supplemental Indenture to May 27, 2009 Indenture

On October 14, 2011, the Company entered into a First Supplemental Indenture (the “2009 Supplemental Indenture”) with U.S. Bank, as trustee, to that certain Indenture, dated as of May 27, 2009 (the “2009 Indenture”), pursuant to which the Company issued 2.50% convertible senior subordinated notes due 2014 (the “2014 Notes”). Pursuant to the 2009 Indenture, the Company and U.S. Bank are required to enter into the 2009 Supplemental Indenture to provide that at or after the Effective Time, each holder of 2014 Notes shall be entitled thereafter, during the period such 2014 Notes shall be convertible as specified in the Indenture, to convert their 2014 Notes into the type and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of the Common Stock equal to the Conversion Rate (as defined in the 2009 Indenture) immediately prior to the Merger would have owned or been entitled to receive upon such

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Merger.  Accordingly, after giving effect to the 2009 Supplemental Indenture, holders electing to convert the 2014 Notes in accordance with the 2009 Indenture will be entitled to receive $1,181.16 per $1,000 aggregate principal amount of the 2014 Notes based on a Conversion Rate of 14.4928.  Holders of 2014 Notes electing to convert their 2014 Notes from and after the Effective Time until the second Scheduled Trading Day (as defined in the 2009 Indenture) immediately preceding the related Fundamental Change Purchase Date (as defined in the 2009 Indenture) will be entitled to receive $1,254.18 per $1,000 aggregate principal amount of the 2014 Notes based on a Conversion Rate of 15.3887, which includes the 0.8959 additional shares required to be delivered in connection with a Make Whole Adjustment Event (as defined in the 2009 Indenture) pursuant to Section 4.02 of the 2009 Indenture.

The foregoing description of the 2009 Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the 2009 Supplemental Indenture, which is incorporated by reference to Exhibit 4.2 to this Current Report on Form 8-K.

Section 3 — Securities and Trading Markets

Item 3.01  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the completion of the Merger, on October 14, 2011, the Company notified the NASDAQ Global Select Market (“Nasdaq”) that each outstanding share of Common Stock was converted in the Merger into the Merger Consideration and requested that Nasdaq file with the Securities and Exchange Commission (“SEC”) an application on Form 25 to delist and deregister the shares of Common Stock, which was filed on October 14, 2011. Trading of the Common Stock on Nasdaq was suspended as of the opening of trading on October 14, 2011. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the shares of Common Stock and the suspension of the Company’s reporting obligations under the Securities Exchange Act of 1934, as amended.

Item 3.03  Material Modification to Rights of Security Holders.

Pursuant to the Merger Agreement, each outstanding share of Common Stock was converted in the Merger into the right to receive the Merger Consideration.  Upon the Effective Time, the Company’s stockholders immediately prior to the Effective Time ceased to have any rights as stockholders in the Company (other than their right to receive the Merger Consideration) and accordingly no longer have any interest in the Company’s future earnings or growth.  See the disclosure regarding the Merger Agreement and the Merger under Item 2.01 above for additional information, which is incorporated herein by reference.

Section 5 — Corporate Governance and Management

Item 5.01  Change in Control Registrant.

As a result of the Merger, the Company became an indirect wholly owned subsidiary of Teva.  The aggregate consideration paid by Teva in the Merger was approximately US $6.55 billion.  Teva financed the acquisition through the assumption of debt.  See the disclosure regarding the Merger Agreement and the Merger under Item 2.01 above and Item 5.02 below for additional information, which is incorporated herein by reference.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the Merger Agreement, upon consummation of the Merger on October 14, 2011, the directors and executive officers of the Company were effectively removed and replaced by the directors and executive officers of Merger Sub.  These resignations were not a result of any disagreements between the Company and the former directors on any matter relating to the Company’s operations, policies or practices.

Section 8 — Other Events

Item 8.01  Other Information.

On October 13, 2011, the Company and Teva issued a press release announcing that they had received approval from the European Commission to proceed with Teva’s acquisition of the Company. The Company hereby incorporates by reference the press release dated October 3, 2011, attached hereto as Exhibit 99.2 and made a part of this Item 8.01.

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Section 9 — Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated May 1, 2011, by and among Teva Pharmaceutical Industries Ltd., an Israeli corporation, Copper Acquisition Corp., and Cephalon, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on May 2, 2011)
4.1	First Supplemental Indenture to June 7, 2005 Indenture, dated October 14, 2011, by and between Cephalon, Inc., as issuer, and U.S. Bank National Association, as trustee.
4.2	First Supplemental Indenture to May 27, 2009 Indenture, dated October 14, 2011, by and between Cephalon, Inc., as issuer, and U.S. Bank National Association, as trustee.
99.1	Press Release issued by Teva Pharmaceutical Industries Ltd. on October 14, 2011.
99.2	Joint Press Release issued by Cephalon, Inc. and Teva Pharmaceutical Industries Ltd. on October 13, 2011.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:    October 14, 2011
	CEPHALON, INC.
	By:	/s/William S. Marth
		Name:	William S. Marth
		Title:	President

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EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated May 1, 2011, by and among Teva Pharmaceutical Industries Ltd., an Israeli corporation, Copper Acquisition Corp., and Cephalon, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on May 2, 2011)
4.1	First Supplemental Indenture to June 7, 2005 Indenture, dated October 14, 2011, by and between Cephalon, Inc., as issuer, and U.S. Bank National Association, as trustee.
4.2	First Supplemental Indenture to May 27, 2009 Indenture, dated October 14, 2011, by and between Cephalon, Inc., as issuer, and U.S. Bank National Association, as trustee.
99.1	Press Release issued by Teva Pharmaceutical Industries Ltd. on October 14, 2011.
99.2	Joint Press Release issued by Cephalon, Inc. and Teva Pharmaceutical Industries Ltd. on October 13, 2011.

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EX-4.1

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

This First Supplemental Indenture (“Supplemental Indenture”) is made as of October 14, 2011, between Cephalon, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as of June 7, 2005 (the “Indenture”), pursuant to which the Company issued its 2.00% Convertible Senior Subordinated Notes due June 1, 2015 (the “Notes”); and

WHEREAS, the Company is party to that certain Agreement and Plan of Merger, dated as of May 1, 2011 (the “Merger Agreement”), by and among Teva Pharmaceutical Industries Ltd., an Israeli corporation (“Teva”), Copper Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Teva (“Copper”), and the Company, pursuant to which Copper was to merge with and into the Company (the “Merger”) with the Company continuing as the surviving corporation; and

WHEREAS, Section 8.4 of the Merger Agreement provides that Copper may assign all of its rights under the Merger Agreement to any of its affiliates; and

WHEREAS, pursuant to that certain Assignment and Assumption Agreement, dated as of October 14, 2011, Copper assigned all of its rights under the Merger Agreement to Copper Merger Sub, Inc. a Delaware corporation and an indirect wholly-owned subsidiary of Teva (“Merger Sub”), with Merger Sub assuming all of Copper’s rights, obligations and liabilities under the Merger Agreement; and

WHEREAS, Section 5.11 of the Indenture provides that, subject to certain exceptions, as a condition precedent to any merger to which the Company is a party, the Company shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into cash and, with respect to the portion of the Conversion Obligation (as defined in the Indenture) in excess (if any) of the principal amount of Securities being converted, the kind and amount of shares of stock and other securities and property (including cash) receivable upon such merger by a holder of the number of shares of Common Stock (the “Reference Property”), deliverable upon conversion of such Security immediately prior to such merger; and

WHEREAS, pursuant to the Merger Agreement and subject to the terms and conditions therein, at the effective time of the Merger, the Company’s Common Stock will be converted into the right to receive $81.50 per share, less any applicable withholding taxes and without any interest thereon; and

WHEREAS, Section 12.01 of the Indenture provides that the Company and the Trustee may amend the Indenture without the consent of any Securityholders for the purposes specified therein; and

WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee (i) an Officer’s Certificate described in Section 5.11 of the Indenture and (ii) an Opinion of Counsel described in Section 5.11 of the Indenture; and

WHEREAS, all other conditions necessary to authorize the execution and delivery of this Supplemental Indenture have been complied with or have been done or performed.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company and the Trustee agree as follows for the equal and ratable benefit of the Holders of the Notes:

ARTICLE 1

Definitions

Section 1.01. General. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.

ARTICLE 2

Agreements of Parties

Section 2.01  Amendment of Section 5.05. Section 5.05(a)(ii)(C) of the Indenture shall be amended and restated in its entirety to read, “ For all purposes of this Indenture, “Volume Weighted Average Price” per share of Common Stock (or any security into which the Common Stock has been converted in connection with a Fundamental Change) on any Trading Day means $81.50 per share.

Section 2.02 Conversion of Notes.  In accordance with Section 5.11 of the Indenture, from and after the date of this Supplemental Indenture, the Holder of Notes then outstanding shall have the right, during the period such Notes shall be convertible as specified in the Indenture, to convert such Notes solely into the Reference Property (which for the avoidance of doubt, shall be equal to $1,745.18 per $1,000 aggregate principal amount of the Notes based on a Conversion Rate of 21.4133). Accordingly, any reference to a share of Common Stock in the Indenture shall be deemed a reference to an amount in cash equal to $81.50 (without interest), less any applicable withholding taxes, and the provisions of the Indenture, as modified herein, including, for the avoidance of doubt, Section 4.02, shall continue to apply with the necessary changes having been made to the Holders’ right to convert the Notes into the Reference Property.  In addition, Holders who elect or have elected to convert their Notes from and after September 4, 2011 until the second Trading Day immediately preceding the Fundamental Change Purchase Date, shall be entitled to receive a Make Whole Premium equal to $28.87 per $1,000 aggregate principal amount of the Notes.

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ARTICLE 3

Miscellaneous Provisions

Section 3.01 Effectiveness; Construction. This Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee and as of the date hereof. Upon such effectiveness, the Indenture shall be supplemented in accordance herewith. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Indenture and this Supplemental Indenture shall henceforth be read and construed together.

Section 3.02 Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.

Section 3.03 Trustee Matters. The Trustee accepts the Indenture, as supplemented hereby, and agrees to perform the same upon the terms and conditions set forth therein, as supplemented hereby. The Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

Section 3.04 No Third-Party Beneficiaries. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties to the Indenture, as supplemented hereby, and their successors, and to the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, as supplemented hereby.

Section 3.05 Severability. In case any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be impaired thereby.

Section 3.06 Headings. The Article and Section headings of this Supplemental Indenture have been inserted for convenience of reference only and are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 3.07 Successors. All agreements of the Company and the Trustee in this Supplemental Indenture shall bind their respective successors.

Section 3.09 Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 3.10 Counterpart Signatures. This Supplemental Indenture may be signed by the parties hereto in multiple counterparts. Each signed counterpart shall be deemed an original, but all of them together shall represent the same agreement.

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Section 3.11 Confirmation. The Indenture as amended and supplemented by this Supplemental Indenture is in all respects confirmed and preserved.

Section 3.12 Conflict with Trust Indenture Act.  If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof or of the Indenture which is required or deemed to be included in this Supplemental Indenture or the Indenture by any of the provisions of the Trust Indenture Act of 1939, such required provision shall control.

[Signatures follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

CEPHALON, INC.
By:	/s/ J. Kevin Buchi
	Name:	J. Kevin Buchi
	Title:	Chief Executive Officer

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Arthur L. Blakeslee
	Name:	Arthur L. Blakeslee
	Title:	Vice President

[Signature page to First Supplemental Indenture]

EX-4.2

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

This First Supplemental Indenture (“Supplemental Indenture”) is made as of October 14, 2011, between Cephalon, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as of May 27, 2009 (the “Indenture”), pursuant to which the Company issued its 2.50% Convertible Senior Subordinated Notes due May 1, 2014 (the “Notes”); and

WHEREAS, the Company is party to that certain Agreement and Plan of Merger, dated as of May 1, 2011 (the “Merger Agreement”), by and among Teva Pharmaceutical Industries Ltd., an Israeli corporation (“Teva”), Copper Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Teva (“Copper”), and the Company, pursuant to which Copper was to merge with and into the Company (the “Merger”) with the Company continuing as the surviving corporation; and

WHEREAS, Section 8.4 of the Merger Agreement provides that Copper may assign all of its rights under the Merger Agreement to any of its affiliates; and

WHEREAS, pursuant to that certain Assignment and Assumption Agreement, dated as of October 14, 2011, Copper assigned all of its rights under the Merger Agreement to Copper Merger Sub, Inc. a Delaware corporation and an indirect wholly-owned subsidiary of Teva (“Merger Sub”), with Merger Sub assuming all of Copper’s rights, obligations and liabilities under the Merger Agreement; and

WHEREAS, Section 5.12(a) of the Indenture provides that in the case of any merger of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property with respect to or in exchange for such Common Stock, then the Company shall execute with the Trustee a supplemental indenture providing that Holders shall be entitled thereafter to convert their Securities into the type and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of the Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event; provided that, at and after the effective time of any such Merger Event, any amount otherwise payable in cash upon conversion of the Securities shall continue to be payable as provided in Section 5.05; and

WHEREAS, pursuant to the Merger Agreement and subject to the terms and conditions therein, at the effective time of the Merger, the Company’s Common Stock will be converted into the right to receive $81.50 per share, less any applicable withholding taxes and without any interest thereon; and

WHEREAS, Section 12.01(a) of the Indenture provides that the Company and the Trustee may amend the Indenture without the consent of any Holders for the purposes specified therein; and

WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee (i) an Officer’s Certificate described in Section 5.12(b) of the Indenture and (ii) an Opinion of Counsel described in Section 5.12(b) of the Indenture; and

WHEREAS, all other conditions necessary to authorize the execution and delivery of this Supplemental Indenture have been complied with or have been done or performed.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company and the Trustee agree as follows for the equal and ratable benefit of the Holders of the Notes:

ARTICLE 1

Definitions

Section 1.01. General. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.

ARTICLE 2

Agreements of Parties

Section 2.01 Daily VWAP. The definition of Daily VWAP in the Indenture is hereby amended and restated in its entirety as follows:

“Daily VWAP” means $81.50 per share of Common Stock.

Section 2.02 Conversion of Notes.  In accordance with Section 5.12 of the Indenture, from and after the date of this Supplemental Indenture, the Holder of Notes then outstanding shall have the right, during the period such Notes shall be convertible as specified in the Indenture, to convert such Notes solely into the Reference Property (which for the avoidance of doubt, shall be equal to $1,181.16 per $1,000 aggregate principal amount of the Notes based on a Conversion Rate of 14.4928.  Holders of Notes electing to convert their Notes from and after the effective time of the Merger until the second Scheduled Trading Day immediately preceding the related Fundamental Change Purchase Date will be entitled to receive $1,254.18 per $1,000 aggregate principal amount of the Notes based on a Conversion Rate of 15.3887, which includes 0.8959 Additional Shares).  Accordingly, any reference to a share of Common Stock in the Indenture shall be deemed a reference to an amount in cash equal to $81.50 (without interest), and the provisions of the Indenture, as modified herein,

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including, for the avoidance of doubt, Section 4.02, shall continue to apply with the necessary changes having been made to the Holders’ right to convert the Notes into the Reference Property.

ARTICLE 3

Miscellaneous Provisions

Section 3.01 Effectiveness; Construction. This Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee and as of the date hereof. Upon such effectiveness, the Indenture shall be supplemented in accordance herewith. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Indenture and this Supplemental Indenture shall henceforth be read and construed together.

Section 3.02 Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.

Section 3.03 Trustee Matters. The Trustee accepts the Indenture, as supplemented hereby, and agrees to perform the same upon the terms and conditions set forth therein, as supplemented hereby. The Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

Section 3.04 No Third-Party Beneficiaries. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties to the Indenture, as supplemented hereby, and their successors, and to the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, as supplemented hereby.

Section 3.05 Severability. In case any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be impaired thereby.

Section 3.06 Headings. The Article and Section headings of this Supplemental Indenture have been inserted for convenience of reference only and are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 3.07 Successors. All agreements of the Company and the Trustee in this Supplemental Indenture shall bind their respective successors.

Section 3.09 Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

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Section 3.10 Counterpart Signatures. This Supplemental Indenture may be signed by the parties hereto in multiple counterparts. Each signed counterpart shall be deemed an original, but all of them together shall represent the same agreement.

Section 3.11 Confirmation. The Indenture as amended and supplemented by this Supplemental Indenture is in all respects confirmed and preserved.

Section 3.12 Conflict with Trust Indenture Act.  If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof or of the Indenture which is required or deemed to be included in this Supplemental Indenture or the Indenture by any of the provisions of the Trust Indenture Act of 1939, such required provision shall control.

[Signatures follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

CEPHALON, INC.
By:	/s/ J. Kevin Buchi
	Name:	J. Kevin Buchi
	Title:	Chief Executive Officer

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Arthur L. Blakeslee
	Name:	Arthur L. Blakeslee
	Title:	Vice President

[Signature page to First Supplemental Indenture]

EX-99.1

Exhibit 99.1

Teva Completes Acquisition of Cephalon

— Combined organization will provide customers with a broad spectrum of
specialty branded products in addition to the world’s largest generic drug portfolio—

Jerusalem, October 14, 2011 - Teva Pharmaceutical Industries Ltd. (NASDAQ: TEVA) announced today that it has completed its acquisition of Cephalon, Inc. (NASDAQ: CEPH). The combined company will have a significant presence in over 60 countries and generated approximately $20 billion in revenues on a pro-forma basis for the twelve months ended June 2011.

“This important transaction reinforces Teva’s long term strategy of building out our branded and specialty pharmaceuticals business through diversification and expansion of our product portfolio and pipeline, while enhancing our position as the worldwide leader in generics,” said Shlomo Yanai, President and CEO of Teva. “Our newly-expanded portfolio in CNS, Oncology, Respiratory and Women’s Health along with our robust pipeline of more than 30 late-stage products truly cements our position as a leader in specialty pharma.”

Mr. Yanai added, “We are welcoming many of Cephalon’s talented employees into the Teva family. The combination of our two winning teams will position Teva to create maximum value for our patients and customers.”

On October 14, 2011, Cephalon Inc. became a wholly owned subsidiary of Teva and ceased to be traded on NASDAQ. Pursuant to the merger agreement between the parties, each share of Cephalon common stock has been converted into the right to receive $81.50 in cash.  Share exchange instructions and a letter of transmittal will be mailed to Cephalon shareholders shortly.

As previously announced, Teva expects the acquisition to be immediately accretive to Teva’s non-GAAP earnings per share and accretive to Teva’s GAAP earnings within the fourth quarter of closing.

About Teva

Teva Pharmaceutical Industries Ltd. (NASDAQ: TEVA) is a leading global pharmaceutical company, committed to increasing access to high-quality healthcare by developing, producing and marketing affordable generic drugs as well as innovative and specialty pharmaceuticals and active pharmaceutical ingredients. Headquartered in Israel, Teva is the world’s largest generic drug maker, with a global product portfolio of more than 1,300 molecules and a direct presence in about 60 countries. Teva’s branded businesses focus on neurological, respiratory and women’s health therapeutic areas as well as biologics. Teva currently employs approximately 42,000 people around the world and reached $16.1 billion in net sales in 2010.

IR Contacts:	Elana Holzman	Teva Pharmaceutical Industries Ltd.	972 (3) 926-7554
	Kevin C. Mannix	Teva North America	(215) 591-8912
PR Contacts:	Yossi Koren	Teva Pharmaceutical Industries Ltd.	972 (3) 926-7687
	Denise Bradley	Teva North America	(215) 591-8974

Teva’s Safe Harbor Statement under the U. S. Private Securities Litigation Reform Act of 1995:

This release contains forward-looking statements, which express the current beliefs and expectations of management. Such statements are based on management’s current beliefs and expectations and involve a number of known and unknown risks and uncertainties that could cause our future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks relating to: our ability to successfully develop and commercialize additional pharmaceutical products, the introduction of competing generic equivalents, the extent to which we may obtain U.S. market exclusivity for certain of our new generic products and regulatory changes that may prevent us from utilizing exclusivity periods, potential liability for sales of generic products prior to a final resolution of outstanding patent litigation, including that relating to the generic version of Protonix®, the extent to which any manufacturing or quality control problems damage our reputation for high quality production, the effects of competition on sales of our innovative products, especially Copaxone® (including potential generic and oral competition for Copaxone®), the impact of continuing consolidation of our distributors and customers, our ability to identify, consummate and successfully integrate acquisitions (including the acquisition of Cephalon), interruptions in our supply chain or problems with our information technology systems that adversely affect our complex manufacturing processes, intense competition in our specialty pharmaceutical businesses, any failures to comply with the complex Medicare and Medicaid reporting and payment obligations, our exposure to currency fluctuations and restrictions as well as credit risks, the effects of reforms in healthcare regulation, adverse effects of political or economical instability, major hostilities or acts of terrorism on our significant worldwide operations, increased government scrutiny in both the U.S. and Europe of our agreements with brand companies, dependence on the effectiveness of our patents and other protections for innovative products, our ability to achieve expected results through our innovative R&D efforts, the difficulty of predicting U.S. Food and Drug Administration, European Medicines Agency and other regulatory authority approvals, uncertainties surrounding the legislative and regulatory pathway for the registration and approval of biotechnology-based products, potentially significant impairments of intangible assets and goodwill, potential increases in tax liabilities resulting from challenges to our intercompany arrangements, our potential exposure to product liability claims to the extent not covered by insurance, the termination or expiration of governmental programs or tax benefits, current economic conditions, any failure to retain key personnel or to attract additional executive and managerial talent, environmental risks and other factors that are discussed in our Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission.

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EX-99.2

Exhibit 99.2

Teva and Cephalon Receive European Commission Approval For Acquisition

Jerusalem, Israel and Frazer, PA, October 13, 2011 - Teva Pharmaceutical Industries Ltd. (NASDAQ: TEVA) and Cephalon Inc. (NASDAQ: CEPH) announced today that they received approval from the European Commission to proceed with Teva’s acquisition of Cephalon.

In connection with this approval, Teva is required to divest Cephalon’s marketing authorization of generic modafinil in France and grant to the purchaser of this marketing authorization certain additional rights with respect to the entire European Economic Area, including a covenant not to sue effective as of October 2012.

With this approval, the parties have now obtained all regulatory approvals required to close the transaction and, accordingly, have scheduled a closing date of October 14, 2011.

About Teva

Teva Pharmaceutical Industries Ltd. (NASDAQ: TEVA) is a leading global pharmaceutical company, committed to increasing access to high-quality healthcare by developing, producing and marketing affordable generic drugs as well as innovative and specialty pharmaceuticals and active pharmaceutical ingredients. Headquartered in Israel, Teva is the world’s largest generic drug maker, with a global product portfolio of more than 1,300 molecules and a direct presence in about 60 countries. Teva’s branded businesses focus on neurological, respiratory and women’s health therapeutic areas as well as biologics. Teva currently employs approximately 42,000 people around the world and reached $16.1 billion in net sales in 2010.

Teva’s Safe Harbor Statement under the U. S. Private Securities Litigation Reform Act of 1995:

This release contains forward-looking statements, which express the current beliefs and expectations of management. Such statements are based on management’s current beliefs and expectations and involve a number of known and unknown risks and uncertainties that could cause our future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks relating to: our ability to successfully develop and commercialize additional pharmaceutical products, the introduction of competing generic equivalents, the extent to which we may obtain U.S. market exclusivity for certain of our new generic products and regulatory changes that may prevent us from utilizing exclusivity periods, potential liability for sales of generic products prior to a final resolution of outstanding patent litigation, including that relating to the generic version of Protonix®, the extent to which any manufacturing or quality control problems damage our reputation for high quality production, the effects of competition on sales of our innovative products, especially Copaxone® (including potential generic and oral competition for Copaxone®), the impact of continuing consolidation of our distributors and customers, our ability to identify, consummate and successfully integrate acquisitions (including the acquisition of Cephalon), interruptions in our supply chain or problems with our information technology systems that adversely affect our complex manufacturing processes, intense competition in our specialty pharmaceutical businesses, any failures to comply with the complex Medicare and Medicaid reporting and payment obligations, our exposure to currency fluctuations and restrictions as well as credit risks, the effects of reforms in healthcare regulation, adverse effects of political or economical instability, major hostilities or acts of terrorism on our significant worldwide operations, increased government scrutiny in both the U.S. and Europe of our agreements with brand companies, dependence on the effectiveness of our patents and other protections for innovative products, our ability to achieve expected results through our innovative R&D efforts, the difficulty of predicting U.S. Food and Drug Administration, European Medicines Agency and other regulatory authority approvals, uncertainties surrounding the legislative and regulatory pathway for the registration and approval of biotechnology-based products, potentially significant impairments of intangible assets and goodwill, potential increases

IR Contacts:	Elana Holzman	Teva Pharmaceutical Industries Ltd.	972 (3) 926-7554
	Kevin C. Mannix	Teva North America	(215) 591-8912
PR Contacts:	Yossi Koren	Teva Pharmaceutical Industries Ltd.	972 (3) 926-7687
	Denise Bradley	Teva North America	(215) 591-8974

in tax liabilities resulting from challenges to our intercompany arrangements, our potential exposure to product liability claims to the extent not covered by insurance, the termination or expiration of governmental programs or tax benefits, current economic conditions, any failure to retain key personnel or to attract additional executive and managerial talent, environmental risks and other factors that are discussed in our Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission.

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