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Forward-Looking
Statements Teva’s Safe Harbor Statement under the U. S. Private Securities
Litigation Reform Act of 1995: The statements, analyses and other information
contained herein relating to the proposed acquisition and its effects on
financial and operating performance, including estimates for growth,
anticipated positions in certain markets and shares in such markets, the
markets for Teva and Cephalon’s products, trends in Teva and Cephalon’s operating
and financial results, the future development and operation of Teva and
Cephalon’s business, and the contingencies and uncertainties to which Teva
and Cephalon may be subject, as well as other statements including words such
as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,”
“should,” “may” and other similar expressions, are “forward-looking
statements” under the Private Securities Litigation Reform Act of 1995. Such
statements are made based upon management's current expectations and beliefs
concerning future events and their potential effects on the company 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. Actual results may differ materially from the
results anticipated in these forward-looking statements. Important factors
that could cause or contribute to such differences include whether and when
the proposed acquisition will be consummated and the terms of any conditions
imposed in connection with such closing, our ability to rapidly integrate
Cephalon’s operations and achieve expected synergies, diversion of management
time on merger-related issues, our ability to predict future market
conditions with accuracy, our ability to develop and commercialize additional
pharmaceutical products, competition from the introduction of competing
generic equivalents and due to increased governmental pricing pressures, the
effects of competition on sales of our innovative products, especially
Copaxone® (including competition from innovative orally-administered
alternatives as well as from potential generic equivalents), potential liability
for sales of generic products prior to a final resolution of outstanding
patent litigation, including that relating to the generic versions of
Neurontin®, Lotrel® and Protonix®, the extent to which we may obtain U.S.
market exclusivity for certain of our new generic products, the extent to
which any manufacturing or quality control problems damage our reputation for
high quality production and require costly remediation, , our ability to
identify, consummate and successfully integrate acquisitions (including the
acquisition of Cephalon), our ability to achieve expected results through our
innovative R&D efforts, dependence on the effectiveness of our patents
and other protections for innovative products, intense competition in our
specialty pharmaceutical businesses, uncertainties surrounding the
legislative and regulatory pathway for the registration and approval of
biotechnology-based products, our potential exposure to product liability
claims to the extent not covered by insurance, 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 and pharmaceutical pricing
and reimbursement, 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, interruptions in our supply chain or
problems with our information technology systems that adversely affect our
complex manufacturing processes, the impact of continuing consolidation of
our distributors and customers, the difficulty of complying with U.S. Food
and Drug Administration, European Medicines Agency and other regulatory
authority requirements, potentially significant impairments of intangible
assets and goodwill, potential increases in tax liabilities resulting from
challenges to our intercompany arrangements, the termination or expiration of
governmental programs or tax benefits, any failure to retain key personnel or
to attract additional executive and managerial talent, environmental risks
and other factors that are discussed in our filings with the SEC. Safe Harbor
Statement 2
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