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August 15, 2001 11:37 a.m.
Teva Announces Pricing Of $300 Million Convertible Debenture Offering

Jerusalem, Israel, August 15, 2001 - Teva Pharmaceutical Industries Limited (Nasdaq: TEVA) announced today that Teva Pharmaceutical Finance N.V. ("Teva Finance"), a special purpose finance subsidiary, priced its offering of $300 million in aggregate principal amount of 0.75% Convertible Senior Debentures due 2021. The debentures will be convertible into American Depositary Receipts of Teva at the conversion price of U.S. $ 85.824 per ADR (reflecting a premium of 28%, relative to the Nasdaq closing price for Teva's ADRs of U.S. $ 67.05 on August 14, 2001).

The debentures will be issued by Teva Finance and will be guaranteed by Teva. The net proceeds of the offering will be used to fund activities of Teva's European and/or North American subsidiaries, for working capital and other general corporate purposes outside of Israel and to fund any acquisitions Teva may make, including Teva's potential acquisition of the generic injectable products business of F.H. Faulding & Co. Ltd.

Teva Finance will have the right to redeem the debentures in whole or in part at any time on or after August 20, 2004, at their principal amount plus accrued interest.

Debenture holders will have a series of put options, pursuant to which they may require Teva Finance to repurchase all or a portion of the debentures on August 20, 2004 and on each of August 15, 2006, 2011 and 2016, and/or upon the occurrence of specified company events. The right to convert the debentures will be contingent on either the performance of the securities or specified company events.

The offering has been made by means of an offering memorandum to qualified institutional buyers pursuant to Rule 144A and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act of 1933.

Teva Finance has granted the initial purchasers a 30-day option to purchase up to an additional $60 million of debentures.

Assuming full conversion of the debentures (excluding the option granted to the initial purchasers), the total number of outstanding shares would increase by approximately 2.5%.

The offering is expected to close on August 20, 2001.

The securities will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold absent registration under the Securities Act and applicable state securities laws or applicable exemptions from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities.

Teva Pharmaceutical Industries Ltd., headquartered in Israel, is among the top 40 pharmaceutical companies and among the largest generic pharmaceutical companies in the world. Over 80% of Teva's sales are in North America and Europe. The Company develops, manufactures and markets generic and innovative human pharmaceuticals and active pharmaceutical ingredients.


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 managements current beliefs and expectations and involve a number of known and unknown risks and uncertainties that could cause Tevas 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: Teva's ability to accurately predict future market conditions including pricing and margins with regard to sales of the generic version of Protonix®, potential liability for sales of generic products prior to a final resolution of outstanding patent litigation, including that relating to the generic versions of Allegra®, Neurontin®, Lotrel® Famvir® and Protonix®, Teva`s ability to successfully develop and commercialize additional pharmaceutical products, the introduction of competing generic equivalents, the extent to which Teva may obtain U.S. market exclusivity for certain of its new generic products and regulatory changes that may prevent Teva from utilizing exclusivity periods, competition from brand-name companies that are under increased pressure to counter generic products, or competitors that seek to delay the introduction of generic products, the impact of consolidation of our distributors and customers, the effects of competition on our innovative products, especially Copaxone® sales, the impact of pharmaceutical industry regulation and pending legislation that could affect the pharmaceutical industry, the difficulty of predicting U.S. Food and Drug Administration, European Medicines Agency and other regulatory authority approvals, the regulatory environment and changes in the health policies and structures of various countries, our ability to achieve expected results though our innovative R&D efforts, Tevas ability to successfully identify, consummate and integrate acquisitions, potential exposure to product liability claims to the extent not covered by insurance, dependence on the effectiveness of our patents and other protections for innovative products, significant operations worldwide that may be adversely affected by terrorism, political or economical instability or major hostilities, supply interruptions or delays that could result from the complex manufacturing of our products and our global supply chain, environmental risks, fluctuations in currency, exchange and interest rates, and other factors that are discussed in Tevas Annual Report on Form 20-F and its other filings with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.