GLOBAL ASSIGNMENT AND ASSUMPTION

Exhibit 2.31

GLOBAL ASSIGNMENT AND ASSUMPTION

GLOBAL ASSIGNMENT AND ASSUMPTION (this “Global Assignment and Assumption”), dated as of February 4, 2014, among Teva Pharmaceutical Industries Limited (the “Parent”), each of the Lenders listed at Schedule A hereto (each an “Assignor”), Citibank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and each of the lenders listed at Schedule B hereto (each an “Assignee”).

Reference is made to the Term Loan Credit Agreement dated as of January 8, 2014 (the “Credit Agreement”), among Teva Pharmaceutical Industries Limited, Teva Pharmaceuticals USA, Inc., the Lenders named therein and Citibank, N.A., as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Global Assignment and Assumption as if set forth herein in full.

Effective as of the Assignment Date, (a) each Assignor severally and not jointly hereby sells and assigns, without recourse and without representation or warranty (other than as expressly provided herein), to the several Assignees, in the aggregate amounts set out next to the name of each Assignor in Schedule A hereto, that interest in and to each of such Assignor’s rights and obligations in relation to, without limitation (together, the “Assigned Interests”), the Loans and Commitments under the Credit Agreement (and, to the extent permitted to be assigned under applicable law, including all claims, suits, causes of action and any other right of such Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned under the Credit Agreement in relation to the Assigned Interest of each such Assignor), but excluding accrued interest and fees to and excluding the Assignment Date, and (b) each Assignee, severally and not jointly, hereby purchases and assumes, without recourse, from each of the Assignors, severally and not jointly, principal amounts of Loans and Commitments in aggregate amounts set out next to the name of such Assignee in Schedule B hereto (and all Assigned Interests related thereto), to be purchased in equal amounts from each Assignor (based on the aggregate principal amount purchased and assumed hereunder). Each Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) each Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the relevant Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) each Assignor shall, to the extent of the relevant Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. On the Assignment Date (after giving effect to the assignments contemplated hereby), the Commitment of each Lender shall be as set forth on Schedule C hereto.

This Global Assignment and Assumption is being delivered to the Administrative Agent together with (i) any documentation required to be delivered by an Assignee pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by each such Assignee, and (ii) if an Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by such Assignee. The fees payable to the Administrative Agent pursuant to Section 11.05(b) of the Credit Agreement are hereby waived in connection with the

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transactions contemplated by this Global Assignment and Assumption. For the purposes of this Global Assignment and Assumption the requirement in Section 11.05 paragraph (b)(i)(B) of the Credit Agreement for the principal outstanding balance of the Loans of the Assignors to be in integral multiples of US$1,000,000 shall be waived.

On and as of the Assignment Date, (a) each Assignee shall become a “Lender” under, and for all purposes of the Credit Agreement and the other Loan Documents, and (b) the Administrative Agent shall record the transfers contemplated hereby in the Register.

The address for notices under the Loan Documents for each Assignee is set out immediately after the name of each such Assignee on the signature pages hereto (or such other address as subsequently notified in writing to the Parent and the Administrative Agent).

This Global Assignment and Assumption constitutes an Assignment and Assumption within the meaning of the Credit Agreement and the Parent and Administrative Agent approve the use hereof.

This Global Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.

Effective Date of Assignment

(“Assignment Date”): February 4, 2014

 

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SCHEDULE A

Assignor Commitments

 

Assignor (legal name)		Aggregate Principal Amount Assigned
Barclays Bank PLC		US$	71,357,142.86
Citibank, N.A.		US$	71,357,142.86
BNP Paribas Dublin Branch		US$	71,357,142.86
Credit Suisse AG, Cayman Islands Branch		US$	71,357,142.86
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA		US$	71,357,142.86
HSBC Bank plc		US$	71,357,142.85
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.		US$	71,357,142.85

 

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SCHEDULE B

Assignee Commitments

 

Assignee (legal name)		Aggregate Principal Amount Assumed
Crédit Agricole Corporate and Investment Bank, London Branch		US$	55,500,000
DNB Capital LLC		US$	55,500,000
Mizuho Bank, LTD.		US$	55,500,000
PNC Bank, National Association		US$	55,500,000
Royal Bank of Canada		US$	55,500,000
Toronto Dominion (Texas) LLC		US$	55,500,000
▇▇▇▇▇ Fargo Bank, National Association		US$	55,500,000
Raiffeisen Bank International AG		US$	37,000,000
U.S. Bank National Association		US$	37,000,000
UniCredit Bank Austria AG		US$	37,000,000

 

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SCHEDULE C

Commitments as of the Assignment Date

 

Lender		Commitment (US$)
Barclays Bank PLC			71,500,000
Citibank, N.A.			71,500,000
BNP Paribas Dublin Branch			71,500,000
Credit Suisse AG, Cayman Islands Branch			71,500,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA			71,500,000
HSBC Bank plc			71,500,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.			71,500,000
Crédit Agricole Corporate and Investment Bank, London Branch			55,500,000
DNB Capital LLC			55,500,000
Mizuho Bank, LTD.			55,500,000
PNC Bank, National Association			55,500,000
Royal Bank of Canada			55,500,000
Toronto Dominion (Texas) LLC			55,500,000
▇▇▇▇▇ Fargo Bank, National Association			55,500,000
Raiffeisen Bank International AG			37,000,000
U.S. Bank National Association			37,000,000
UniCredit Bank Austria AG			37,000,000
Total		US$	1,000,000,000

 

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The terms set forth above are hereby agreed to:

 

 

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The undersigned hereby consent to the within assignment:

 

 

 

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ANNEX 1 to Global Assignment and Assumption

TEVA PHARMACEUTICALS INDUSTRIES LIMITED

CREDIT AGREEMENT

STANDARD TERMS AND CONDITIONS FOR

GLOBAL ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. Each Assignor, severally, and not jointly, acting for itself, (a) represents and warrants that (i) it is the legal and beneficial owner of the relevant Assigned Interest assigned by it, (ii) such Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Global Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents, (iii) the financial condition of any of the Loan Parties, any of their Subsidiaries or Affiliates or any other person obligated in respect of any Loan Document or (iv) the performance or observance by any Loan Party, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. Each Assignee, severally, and not jointly, acting for itself, (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Global Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Assignment Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interests assumed by it, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interests and either it, or the Person exercising discretion in making its decision to acquire the relevant Assigned Interest, is experienced in acquiring assets of such type and (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.04(a) of the Credit Agreement or delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Global Assignment and Assumption and to purchase the relevant Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, any Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.

 

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2. Payments. From and after the Assignment Date, the Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees and other amounts) to each Assignor for amounts in respect of Assigned Interests assigned by it that have accrued to but excluding the Assignment Date and to each Assignee for amounts in respect of Assigned Interests assumed by it that have accrued from and after the Assignment Date.

3. General Provisions. This Global Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Global Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Global Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Global Assignment and Assumption. This Global Assignment and Assumption shall be construed in accordance with and governed by, the law of the State of New York without regard to conflicts of principles of law that would require the application of the laws of another jurisdiction.

 

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