SC TO-I

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934

IVAX CORPORATION

(Name of Subject Company (issuer))

IVAX CORPORATION (Issuer)

(Name of Filing Person (identifying status as offeror, issuer or other person))

4.5% Convertible Senior Subordinated Notes due 2008
(Title of Class of Securities)

CUSIP Nos. 465823 AG 7, 465823 AE 2 and U4608RAB1
(CUSIP Number of Class of Securities)

Steven D. Rubin, Esq.
Senior Vice President, General Counsel and Secretary
IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137
(305) 575-6000
(Name, address and telephone number of person authorized to receive notices and communications
on behalf of filing persons)

Copy to:
Alison W. Miller, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130
(305) 789-3200

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee
$235,238,037.63	$25,170.47

*

For the purpose of calculating the filing fee only, this amount represents the maximum aggregate purchase price payable in connection with a change in control repurchase offer for the 4.5% Convertible Senior Subordinated Notes due 2008 pursuant to the applicable indenture, calculated as the sum of (a) $231,107,000, representing 100% of the principal amount of the notes outstanding, plus (b) $4,131,037.63, representing accrued and unpaid interest on the notes through April 7, 2006.

o

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable.	Filing Party: Not applicable.
Form or Registration No.: Not applicable.	Date Filed: Not applicable.

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

     Pursuant to the terms of and subject to the conditions set forth in the Indenture dated as of May 4, 2001 between IVAX Corporation (“IVAX”) and U.S. Bank National Association, formerly U.S. Bank Trust National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of January 26, 2006 among IVAX, the Trustee and Teva Pharmaceutical Industries Limited, as guarantor (“Teva”), and the Second Supplemental Indenture dated as of January 26, 2006 among IVAX, the Trustee and Teva, as guarantor (as so supplemented, the “Indenture”), this Tender Offer Statement on Schedule TO (“Schedule TO”) is filed by IVAX with respect to the right of each holder of IVAX’ 4.5% Convertible Senior Subordinated Notes due 2008 (the “Notes”) to sell to IVAX, and the obligation of IVAX to repurchase from each holder who exercises this right, the Notes pursuant to the terms and conditions of the Notice of a Change in Control and Offer to Purchase dated February 22, 2006 (as may be amended or supplemented from time to time, the “Offer to Purchase”) attached hereto as Exhibit (a)(1), the Indenture and the Notes (the “Offer”). A Change in Control (as defined in the Indenture) with respect to IVAX occurred on January 26, 2006 when IVAX merged with a wholly owned subsidiary of Teva (the “Merger”) and the Board of Directors of IVAX was replaced.

     The Offer will expire at 5:00 p.m., Eastern time, on Friday, March 24, 2006, unless extended or earlier terminated pursuant to a requirement of applicable law. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

     All of the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 11 in this Schedule TO except for those Items as to which information is specifically provided herein.

ITEM 1. SUMMARY TERM SHEET.

The information in the Offer to Purchase under the headings “Summary Term Sheet” is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a)	Name and address. The issuer of the securities subject to the Offer to Purchase is IVAX Corporation, a Florida corporation. IVAX’ executive offices are located at 4400 Biscayne Boulevard, Miami, Florida 33137. IVAX’ telephone number is (305) 575-6000.
(b)	Securities. The subject class of securities is the Notes. The aggregate principal amount of the Notes outstanding is $231,107,000.
(c)	Trading market and price. There is no established trading market for the Notes. However, the Notes are convertible partially into Teva American Depositary Receipts (“ADRs”). Teva’s ADRs trade on the NASDAQ National Market under the symbol “TEVA.” The quarterly high and low trading prices for the underlying Teva ADRs are set forth in the Offer to Purchase under the heading “Price Range of Notes and Teva ADRs; Dividends” which is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a) Name and address. IVAX is the filing person. The business address and telephone number of IVAX are set forth under Item 2(a) above.

The executive officers of IVAX are:

Phillip Frost, M.D.	Chief Executive Officer
George S. Barrett	President
William S. Marth	Executive Vice President
Thomas E. Beier	Senior Vice President — Finance and Chief Financial Officer
Thomas E. McClary	Vice President — International Finance and Chief Accounting Officer

The directors of IVAX are:

George S. Barrett
William S. Marth
Richard Egosi

The address for each of the executive officers and directors of IVAX is the same as the address for IVAX.

IVAX is wholly owned and controlled by Teva. Teva is a pharmaceutical company that develops, manufactures and markets generic and innovative human pharmaceuticals and active pharmaceutical ingredients. Teva is organized under the laws of Israel and its business address and telephone number are 5 Bazel Street, P.O. Box 3190, Petach Tikva 49131, Israel, 972-3-926-7267.

The executive officers of Teva are:

Israel Makov	President and Chief Executive Officer
George S. Barrett	Group Vice President — North America and President and CEO — Teva North America
Amir Elstein	Group Vice President — Specialties Product Management
William A. Fletcher	Chairman, Teva North America
Chaim Hurvitz	Group Vice President — International
Dr. Itzhak Krinsky	Corporate Vice President — Business Development
Moshe Manor	Group Vice President — Global Innovative Resources
Dr. Gerard Van Odijk	Group Vice President Europe, and President and CEO Teva Pharmaceuticals Europe B.V.
Eli Shohet	Chief Integration Officer (Ivax) and Vice President CEE
Bruria Sofrin	Corporate Vice President — Human Resources
Dan S. Suesskind	Chief Financial Officer
Dr. Ben-Zion Weiner	Chief R&D Officer
Jacob Winter	Group Vice President — Global Generic Resources
Aharon Yaari	Group Vice President — Global API Division
Yehuda Arad	Vice President — Safety and Environment
Dr. Shmuel Ben-Zvi	Vice President — Planning, Economics & IT
Doron Blachar	Vice President — Finance
Rodney Kasan	Vice President and Chief Technology Officer
William S. Marth	President & CEO — Teva Pharmaceuticals USA, Inc.
Michael Netz	Vice President — Global Products Division
Dr. Shosh Neumann	Vice President — Product Portfolio Management
Christopher Pelloni	Vice President — Global Generic R&D
Dr. Irit Pinchasi	Vice President — Global Innovative R&D
Dr. David Reisman	Vice President — Israel Pharmaceutical Operations
Dr. Aharon Schwartz	Vice President — Strategic Business Planning and New Ventures
Judith Vardi	Vice President — Israel Pharmaceutical Sales
Ron Grupel	Internal Auditor
Uzi Karniel	General Counsel and Corporate Secretary

The directors of Teva are:

Eli Hurvitz
Dr. Phillip Frost
Ruth Cheshin
Abraham E. Cohen
Leslie L. Dan
Prof. Meir Heth
Prof. Moshe Many
Dr. Leora (Rubin) Meridor
Dr. Max Reis
Carlo Salvi
Prof. Michael Sela
Dov Shafir
Prof. Gabriela Shalev
David Shamir
Harold Snyder

The address for each of the executive officers and directors of Teva is the same as the address for Teva.

ITEM 4. TERMS OF THE TRANSACTION.

(a) Material Terms.

(1) Tender Offers. The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Terms of the Offer,” “Acceptance of Notes for Payment,” “Expiration, Extension, Amendment, Termination or Withdrawal of the Offer,” “Procedures for Tendering Notes,” “Conditions of the Offer,” and “United States Federal Income Tax Consequences” is incorporated herein by reference.

(2) Mergers or Similar Transactions. Not applicable.

(b) Purchases. To the best knowledge of IVAX, IVAX will not purchase any Notes from any of its or Teva’s officers, directors or affiliates pursuant to the Offer to Purchase. Dr. Phillip Frost, Chief Executive Officer of IVAX and Vice Chairman of Teva, owns certain Notes that are subject to this Offer. See Item 8(a) below.

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ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(e) Agreements involving the subject company’s securities.

     The Notes are governed by the Indenture.

     In addition, IVAX and Teva are also parties to certain supplemental indentures relating to other IVAX convertible debt securities whereby Teva has guaranteed such securities.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a) Purposes. The information set forth in the Offer to Purchase under the headings “The Offer to Purchase” and “Summary Term Sheet” is incorporated herein by reference.

(b) Use of securities acquired. The Notes acquired in the transaction will be retired.

(c) Plans. Except for restructurings in connection with Teva’s acquisition of IVAX, as have occurred prior to the date of the Offer to Purchase and as set forth in the Offer to Purchase, IVAX is not aware of any plans, proposals or negotiations that would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving IVAX or any or all of its subsidiaries; (ii) a purchase, sale, or transfer of a material amount of assets of IVAX or any of its subsidiaries; (iii) any material change in the present dividend rate or policy, or indebtedness or capitalization of IVAX; (iv) any change in the present Board of Directors or management of IVAX; (v) any other material change in the corporate structure or business of IVAX; (vi) a class of equity security of IVAX being delisted from a national securities exchange; (vii) a class of equity security of IVAX becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) the suspension of IVAX’ obligation to file reports pursuant to Section 15(d) of the Exchange Act; (ix) the acquisition by any person of any material amount of additional securities of IVAX or the disposition of securities of IVAX or (x) any change in IVAX’ Articles of Incorporation, as amended, or By-Laws or any actions which could impede the acquisition of control of IVAX. IVAX’ reporting obligations under the Exchange Act were terminated in connection with the merger, although IVAX may be required to file an Annual Report on Form 10-K for the year ended December 31, 2005. This potential requirement is subject to a pending SEC no action request.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) Source of Funds. The information in the Offer to Purchase under the heading “Summary Term Sheet” and “Source and Amount of Funds” is incorporated herein by reference.

(b) Conditions. None.

(c) Expenses. Not applicable.

(d) Borrowed funds. None.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) Securities ownership. To the best knowledge of IVAX, none of the Notes are beneficially owned by directors, officers or affiliates of IVAX, except for Dr. Phillip Frost, Chief Executive Officer of IVAX and Vice Chairman of Teva, who beneficially owns approximately $20.0 million aggregate principal amount of Notes.

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(b) Securities transactions. On January 9, 2006, IVAX purchased $50,499,000 in aggregate principal amount of Notes for an aggregate purchase price equal to $50,839,868, representing the outstanding principal amount of such Notes plus $340,868 in accrued and unpaid interest on such Notes. The foregoing transaction occurred in connection with an offer to purchase, similar to the Offer contemplated by this Schedule TO, which was required when a Change in Control occurred with respect to IVAX on October 27, 2005 when the shareholders of IVAX approved the merger of IVAX with a wholly owned subsidiary of Teva.

     On December 26, 2005, IVAX converted $85,000 in aggregate principal amount of the Notes for 2,652 shares of IVAX common stock. On January 26, 2006, IVAX converted $2,209,000 in aggregate principal amount of the Notes for 68,935 shares of IVAX common stock. These conversions were made under the original terms of the Indenture.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a) Solicitations or recommendations. None.

ITEM 10. FINANCIAL STATEMENTS.

     IVAX does not believe it is required to include financial information due to the fact that this information is not material to holders of the Notes because, among other reasons, the consideration offered consists solely of cash, the Offer is not subject to any financing condition and the offer is for all outstanding Notes.

(b) Not applicable.

ITEM 11. ADDITIONAL INFORMATION.

(a) Agreements, regulatory requirements and legal proceedings. None.

(b) Other material information. None.

ITEM 12. EXHIBITS.

(a)(1)	Notice of Change in Control and Offer to Purchase dated February 22, 2006.
(a)(5)(i)	Press Release dated February 22, 2006.
(a)(5)(ii)	Notice Published in The New York Times and The Wall Street Journal.
(d)(1)	Indenture dated May 4, 2001 by and between IVAX Corporation and U.S. Bank National Association, as trustee (Incorporated by reference to IVAX Corporation’s Registration Statement on Form S-3 dated July 31, 2001.)
(d)(2)	First Supplemental Indenture dated as of January 26, 2006 among IVAX Corporation, Teva Pharmaceutical Industries Limited, as guarantor, and U.S. Bank National Association, as trustee.
(d)(3)	Second Supplemental Indenture dated January 26, 2006 among IVAX Corporation, Teva Pharmaceutical Industries Limited, as guarantor, and U.S. Bank National Association, as trustee.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not applicable.

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SIGNATURE

     After due 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.

Dated: February 22, 2006	IVAX CORPORATION
	By:	/s/ Steven D. Rubin
		Name:	Steven D. Rubin
		Title:	Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
(a)(1)	Notice of Change in Control and Offer to Purchase dated February 22, 2006.
(a)(5)(i)	Press Release dated February 22, 2006.
(a)(5)(ii)	Notice Published in The New York Times and The Wall Street Journal.
(d)(2)	First Supplemental Indenture dated as of January 26, 2006 among IVAX Corporation, Teva Pharmaceutical Industries Limited, as guarantor, and U.S. Bank National Association, as trustee.
(d)(3)	Second Supplemental Indenture dated January 26, 2006 among IVAX Corporation, Teva Pharmaceutical Industries Limited, as guarantor, and U.S. Bank National Association, as trustee.

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EX-99.(A)(1)

Exhibit (a)(1)

NOTICE OF CHANGE IN CONTROL AND OFFER TO PURCHASE

IVAX CORPORATION

Offer to Purchase for Cash Any and All of the Outstanding

4.5% Convertible Senior Subordinated Notes due May 15, 2008 of IVAX Corporation

(CUSIP Nos. 465823AG7, 465823AE2 and U4608RAB1)

The Offer will expire at 5:00 p.m., Eastern time, on March 24, 2006 unless extended or earlier terminated (such date is referred to as the “Expiration Date”). Holders (as defined below) must tender their Notes in the manner described below on or prior to 5:00 p.m., Eastern time, on the Expiration Date to receive the purchase price. Notes tendered in the Offer may be withdrawn at any time prior to 5:00 p.m., Eastern time, on the Expiration Date.

      NOTICE IS HEREBY GIVEN pursuant to the terms and conditions of the Indenture dated as of May 4, 2001, between IVAX Corporation (“IVAX”) and U.S. Bank National Association, formerly U.S. Bank Trust National Association, as trustee (the “Trustee”), as amended by the First Supplemental Indenture dated as of January 26, 2006 among IVAX, Teva Pharmaceutical Industries Limited (“Teva”), as guarantor, and the Trustee and the Second Supplemental Indenture dated as of January 26, 2006 among IVAX, Teva, as guarantor, and the Trustee (collectively, the “Indenture”), that a “Change in Control” (as defined in the Indenture) occurred on January 26, 2006 as a result of the merger of IVAX (the “Merger”) with a wholly owned subsidiary of Teva and the Board of Directors of IVAX being replaced. As a result of the Change in Control, and as required by the Indenture, IVAX is offering each holder (“Holders”) of IVAX’ 4.5% Convertible Senior Subordinated Notes due 2008 (the “Notes”) the option to have such Holder’s Notes repurchased by IVAX, upon and subject to the terms and conditions of this Notice of Change in Control and Offer to Purchase (as amended and supplemented from time to time, the “Offer to Purchase”). In accordance with the Indenture, IVAX is offering to purchase each $1,000 principal amount of the Notes at a purchase price of 100% of the principal amount, together with $17.88 per $1,000 principal amount of the Notes, representing the accrued and unpaid cash interest to, but excluding, April 8, 2006. On April 10, 2006 (the “Repurchase Date”), IVAX will purchase all Notes properly tendered and not withdrawn as of 5:00 p.m., Eastern time, on the Expiration Date, unless the offering period is extended or earlier terminated. The offer to purchase the Notes on the terms set forth in this Offer to Purchase is referred to herein as the “Offer.”

      This Notice of Change in Control and Offer to Purchase constitutes the notice required by Section 3.07 of the Indenture.

      Each $1,000 principal amount of the Notes is convertible at the option of the Holder at any time and from time to time into (i) $405.74 in cash and (ii) a number of Teva American Depositary Receipts (“ADRs”) equal to the product of (x) 0.42355 and (y) the quotient obtained by dividing $1,000 by the conversion price (currently $32.04, but subject to adjustment as set forth in the Indenture). However, Holders may not convert Notes tendered in the Offer without first validly withdrawing those Notes. On February 21, 2006, the last reported sale price of Teva’s ADRs on the NASDAQ National Market was $41.00.

      Holders should read “Conversion Rights with Respect to the Notes” beginning on page 7 for more information about the Notes’ conversion rights. Holders who validly tender and do not properly withdraw their Notes in the Offer will no longer have conversion rights, unless we fail to purchase and pay for such Notes pursuant to the Offer.

      Holders are urged to review this Offer to Purchase and the documents incorporated by reference herein carefully and consult with their own financial and tax advisors before deciding whether to tender their Notes in the Offer. Neither IVAX, Teva nor any of their respective affiliates nor the Trustee nor the paying agent makes any recommendation as to whether or not holders should tender Notes pursuant to this Offer.

      Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory authority has approved or disapproved of these transactions or determined if this statement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Offer to Purchase is February 22, 2006.

TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET			1
THE OFFER			5
	Introduction		5
	Terms of the Offer		5
	Purpose of the Offer		6
	Price Range of Notes and Common Stock; Dividends		6
	Conversion Rights With Respect to the Notes		7
	Acceptance of Notes for Payment		8
	Expiration, Extension, Amendment, Termination or Withdrawal of the Offer		8
	Procedures for Tendering Notes		9
	Withdrawal of Tenders		11
	Source and Amount of Funds		12
	Conditions of the Offer		12
	United States Federal Income Tax Consequences		12
	Fees and Expenses; Solicitations		15
	Miscellaneous		15

      No person has been authorized to give any information or to make any representations other than those contained in this Offer to Purchase and, if given or made, such information or representations must not be relied upon as having been authorized. This Offer to Purchase does not constitute an offer to buy or the solicitation of an offer to sell securities in any circumstances or jurisdiction in which such offer or solicitation is unlawful. The delivery of this Offer to Purchase shall not, under any circumstances, create any implication that the information contained or incorporated by reference herein is current as of any time subsequent to the date of this Offer to Purchase, or the date of any documents incorporated by reference, as applicable.

      We and our affiliates, including our executive officers and directors, will be prohibited by Rule 13e–4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from purchasing any of the Notes outside of the Offer for ten business days after the Expiration Date. Following that time, we expressly reserve the absolute right, in our sole discretion from time to time in the future, to purchase any of the Notes, whether or not any Notes are purchased by IVAX pursuant to the Offer, through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as we may determine, which may be more or less than the price to be paid pursuant to the Offer and could be for cash or other consideration. We cannot assure you as to which, if any, of these alternatives, or combination thereof, we will pursue.

i

SUMMARY TERM SHEET

      The following are answers to some of the questions that you may have, as a holder of our Notes. We urge you to read the remainder of this Offer to Purchase carefully because the information in this summary term sheet is not complete. Additional important information is contained in the remainder of this Offer to Purchase.

Who is offering to buy my Notes?

      IVAX Corporation, a Florida corporation, the successor by merger to the original issuer of the Notes.

What securities are you offering to purchase in the Offer?

      We are offering to purchase any and all of our outstanding 4.5% Convertible Senior Subordinated Notes due 2008. As of the date hereof, there was $231,107,000 in aggregate principal amount of the Notes outstanding.

Are there any conditions to the Offer?

      The only conditions to this Offer are (i) the timely and proper delivery and tender of Notes in accordance with the terms of this Offer to Purchase and (ii) that the Offer must comply with applicable law. See “Conditions of the Offer.” The Offer is not conditioned upon the tender of a minimum amount of Notes and is not subject to any financing condition.

Why are you offering to purchase my Notes?

      A “Change in Control” (as defined in the Indenture) occurred on January 26, 2006 when we merged with a wholly owned subsidiary of Teva and our Board of Directors was replaced. We are offering to purchase the Notes to satisfy our obligation under the Indenture to offer to repurchase the Notes after the Change in Control.

How much are you offering to pay for my Notes and what is the form of payment?

      In accordance with the Indenture, we are offering to purchase the Notes at a purchase price in cash equal to 100% of the principal amount of the Notes, plus $17.88 per $1,000 principal amount of the Notes, representing the accrued and unpaid interest to, but excluding, April 8, 2006. See “Terms of the Offer.” On the Repurchase Date, we will purchase any Notes properly tendered and not withdrawn as of 5:00 p.m., Eastern time, on the Expiration Date.

What are my conversion rights with respect to my Notes?

      Each $1,000 principal amount of the Notes may be converted at any time and from time to time, at the option of each holder, into (i) $405.74 in cash and (ii) a number of Teva ADRs equal to the product of (x) 0.42355 and (y) the quotient obtained by dividing $1,000 by the conversion price (currently $32.04, but subject to adjustment as set forth in the Indenture). However, Holders may not convert Notes tendered in the Offer without first validly withdrawing those Notes. Fractional Teva ADRs will not be issued. Instead, Teva will pay holders cash for any fractional Teva ADRs holders would otherwise have received. See “Conversion Rights with Respect to Notes.”

      Teva’s ADRs are listed on the NASDAQ National Market under the symbol “TEVA”. On February 21, 2006, the last reported sale price of Teva’s ADRs on the NASDAQ National Market was $41.00 per share. See “Conversion Rights With Respect to the Notes.”

1

If I do not tender, will I continue to be able to exercise my conversion rights?

      Yes. See “Conversion Rights With Respect to the Notes.”

If I do not tender, will I have the right to require IVAX to repurchase my Notes in the future?

      We are making the Offer to satisfy our obligation under the Indenture to offer to repurchase the Notes as a result of the Change in Control that occurred in connection with the Merger. Upon expiration of the Offer, we will have no further obligation to repurchase your Notes unless another Change in Control occurs in the future, in which case we would again be obligated to offer to repurchase your Notes.

What is the market value of the Notes?

      The Notes are not listed on any national securities exchange or authorized to be quoted in any inter-dealer quotation system of any national securities association. Accordingly, there is no practical way to determine the trading history of the Notes. See “Price Range of Notes and Teva ADRs; Dividends.”

Do you have the financial resources to make payment?

      We intend to fund our purchase of the Notes from available cash on hand. See “Source and Amount of Funds.”

How long do I have to tender in the Offer?

      You have until 5:00 p.m., Eastern time, on the Expiration Date, to tender your Notes in the Offer. See “Terms of the Offer” and “Expiration, Extension, Amendment, Termination or Withdrawal of the Offer.”

Can the Offer be extended, and under what circumstances?

      We may extend the Offer if we are required to do so under the Indenture or applicable law. We will publicly announce any extension as promptly as practicable after the previously scheduled expiration of the Offer. Without limiting the manner in which we may choose to make any public announcement, we will be under no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release. See “Expiration, Extension, Amendment, Termination or Withdrawal of the Offer.”

How do I tender my Notes?

      To tender your Notes for purchase pursuant to the Offer, you must tender the Notes through the Automatic Tender Offer Program (“ATOP”) of The Depository Trust Company (“DTC”) no later than 5:00 p.m., Eastern time, on the Expiration Date.

      If your Notes are held by a broker, dealer, commercial bank, trust company or other nominee, you must contact such nominee if you desire to tender your Notes and instruct such nominee to tender the Notes on your behalf through the transmittal procedures of DTC on or before 5:00 p.m., Eastern time, on the Expiration Date.

      By tendering your Notes through the transmittal procedures of DTC, you agree to be bound by the terms of the Offer. See “Procedures for Tendering Notes.”

Until what time can I withdraw previously tendered Notes?

      You can withdraw previously tendered Notes at any time until 5:00 p.m., Eastern time, on the Expiration Date. You may also withdraw any tendered Notes if such Notes have not been accepted for payment by 5:00 p.m. on April 19, 2006. See “Withdrawal of Tenders.”

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How do I withdraw previously tendered Notes?

      To withdraw Notes validly tendered in the Offer, you must withdraw the Notes through the procedures of DTC prior to 5:00 p.m., Eastern time, on the Expiration Date. You may not rescind a withdrawal of tendered Notes. However, you may re-tender your Notes by following the proper tender procedures. See “Procedures for Tendering Notes” and “Withdrawal of Tenders.”

If I tender, when will I receive payment for the Notes?

      We will accept for payment Notes validly tendered prior to the expiration of the Offer and not validly withdrawn subject to the conditions of the Offer. In accordance with the terms of the Indenture, on the Repurchase Date we will pay the purchase price for all Notes validly tendered and not withdrawn under the Offer. See “Terms of the Offer.”

If my Notes are purchased in the Offer, when will interest cease to accrue on them?

      Unless we default in making payment of the purchase price, interest on the Notes we purchase from you will cease to accrue as of the end of the day on April 7, 2006.

If I choose to tender Notes in the Offer, do I have to surrender all of my Notes?

      No. You may tender all, a portion of or none of your Notes in the Offer. If you wish to tender a portion of your Notes in the Offer, however, you must tender your Notes in denominations of $1,000 principal amount or integral multiples thereof.

What will happen to Notes not tendered in the Offer?

•  Any Notes that remain outstanding after the Repurchase Date will continue to be our obligations and will enjoy the benefits of the Indenture, including the accrual of interest. You also will continue to have the right to convert the Notes.

•  To the extent that Notes are purchased pursuant to this Offer to Purchase, the trading markets for the Notes that remain outstanding may be more limited than the trading markets that may have existed if all Notes remained outstanding. As a result, the market price for the remaining Notes may decrease or become more volatile.

•  Whether or not any Notes are purchased by us pursuant to the Offer, we or any of our affiliates, from time to time at any time beginning after the tenth business day following the Expiration Date, may acquire Notes otherwise than pursuant to the Offer, through various means upon such terms and at prices that may be higher or lower than the prices to be paid pursuant to this Offer to Purchase, and for cash or other consideration.

Do I have to pay a commission if I tender my Notes?

      No commissions are payable by holders of the Notes to the Company, DTC or the paying agent; however, you may be required to pay commissions to your broker in connection with your tender of Notes. See “Terms of the Offer.”

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What are the material federal income tax consequences to me if I tender?

      The sale of Notes pursuant to the Offer will be a taxable event for U.S. federal income tax purposes. See “United States Federal Income Tax Consequences.”

Who can I talk to if I have questions about the Offer?

      You may contact U.S. Bank National Association, which is the paying agent, conversion agent and depositary for the Notes, at (800) 934-6802 or at the address listed on the back cover of this Offer to Purchase if you have any questions or requests for assistance.

Are you making any recommendation about the Offer?

      No. Neither we nor Teva makes, and none of our respective directors or affiliates makes, any recommendation as to whether you should tender your Notes pursuant to the Offer. You should determine whether or not to tender your Notes pursuant to the Offer based upon, among other things, your own assessment of the current market value of the Notes and your liquidity needs and investment objectives.

      This Offer to Purchase contains important information and you should read the remainder of this document in its entirety before making a decision with respect to the Offer.

      This Offer to Purchase constitutes a part of an Issuer Tender Offer filed on Schedule TO (the “Schedule TO”) filed by us with the SEC on February 22, 2006 pursuant to Section 13(e) of the Exchange Act and the rules and regulations promulgated thereunder. The Schedule TO and all exhibits thereto are incorporated in this Offer to Purchase by reference.

      You may request a copy of the Schedule TO by writing or telephoning us at the following address:

IVAX Corporation

4400 Biscayne Boulevard

Miami, Florida 33137

Attention: Corporate Secretary

(305) 575-6000

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THE OFFER

Introduction

      We are offering, upon the terms and subject to the conditions set forth in this Offer to Purchase, to purchase any and all of our outstanding Notes at a price in cash equal to 100% of the principal amount of the Notes, plus $17.88 per $1,000 principal amount of the Notes, representing accrued and unpaid interest to, but excluding, April 8, 2006.

      A “Change in Control” occurred on January 26, 2006 as a result of the Merger and our Board of Directors being replaced. This Offer to Purchase is being sent to you pursuant to the Indenture and constitutes the notice referenced in Section 3.07 of the Indenture. The Indenture provides that following a “Change in Control” (as defined in the Indenture) we will offer each holder of the Notes the right to have all of its Notes, or any portion of the principal amount thereof that is an integral multiple of $1,000, repurchased at a price determined as set forth in the Indenture.

      The Offer will expire at 5:00 p.m., Eastern time, on the Expiration Date, and we will purchase on the Repurchase Date any Notes that have been validly tendered and not withdrawn on or prior to the Expiration Date, unless the Offer is extended or earlier terminated. Only holders of Notes who validly tender their Notes pursuant to the Offer at or prior to the Expiration Date will receive the purchase price. Notes tendered in the Offer may be withdrawn at any time prior to 5:00 p.m., Eastern time, on the Expiration Date.

      The Notes are currently convertible. If you convert your Notes, you will receive (i) $405.74 in cash and (ii) a number of Teva ADRs equal to the product of (x) 0.42355 and (y) the quotient obtained by dividing $1,000 by the conversion price (currently $32.04, but subject to adjustment as set forth in the Indenture). However, Holders may not convert Notes tendered in the Offer without first validly withdrawing those Notes.

      Holders of Notes are urged to consult with their own financial advisors before accepting the Offer.

      We do not make, and none of our directors or affiliates makes, any recommendation as to whether holders should tender their Notes pursuant to the Offer.

Terms of the Offer

      Upon the terms and subject to the conditions set forth herein, we are offering to purchase for cash any and all of the outstanding Notes at a price in cash equal to 100% of the principal amount of the Notes, plus $17.88 per $1,000 principal amount of the Notes representing accrued and unpaid interest to, but excluding, April 8, 2006.

      The Offer will expire at 5:00 p.m., Eastern time, on the Expiration Date, unless extended or earlier terminated. Only holders of Notes who validly tender and do not withdraw their Notes pursuant to the Offer at or prior to 5:00 p.m., Eastern time, on the Expiration Date will receive the purchase price. Notes tendered in the Offer may be withdrawn at any time prior to 5:00 p.m., Eastern time, on the Expiration Date.

      If we make a material change in the terms of the Offer or the information concerning the Offer, we will disseminate additional Offer materials and extend the Offer if required by law or the Indenture.

      Subject to applicable securities laws and the terms set forth in the Indenture and this Offer to Purchase, we reserve the right to amend the Offer in any respect. In addition, we can extend or terminate the Offer if such extension or termination is required by the Indenture or applicable law. Any extension, amendment or termination of the Offer will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension of the Offer to be issued no later than 9:00 a.m., Eastern time, on the next business day after the previously scheduled Expiration Date. See “Expiration, Extension, Amendment, Termination or Withdrawal of the Offer.”

      In the event that we withdraw or terminate the Offer because either or both of the conditions to the Offer described in “Conditions of the Offer” have not been satisfied, the purchase price will not be paid or become

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payable to holders who have tendered their Notes. In such event, the paying agent will return tendered Notes to the tendering holders promptly following the termination or withdrawal of the Offer.

      You will not be required to pay any commission to us, DTC or the paying agent in connection with the Offer; however, there may be commissions you need to pay to your broker in connection with your tender of Notes.

      You may tender, and we will only accept, Notes in denominations of $1,000 principal amount and integral multiples thereof. We will accept for payment, upon the terms and subject to the conditions of the Offer, all Notes validly tendered in accordance with the procedures set forth in “Procedures for Tendering Notes” and not withdrawn in accordance with the procedures set forth in “Withdrawal of Tenders” at or prior to 5:00 p.m., Eastern time, on the Expiration Date. Each tendering holder of Notes whose Notes are accepted for payment pursuant to the Offer will receive the same consideration therefor, per $1,000 principal amount thereof, as all other holders of Notes whose tenders are accepted.

      We and our affiliates, including our executive officers and directors, will be prohibited under applicable federal securities laws from repurchasing Notes outside of the Offer for ten business days after the Expiration Date. Following such time, if any Notes remain outstanding, we may purchase additional Notes in the open market, in private transactions, through a subsequent tender offer or otherwise, any of which purchases may be consummated at a price higher or lower than that offered hereby, or which may be paid in cash or other consideration. The decision to purchase additional Notes, if any, will depend upon many factors, including the market price of the Notes, the results of the Offer, the business and financial position of IVAX and general economic and market conditions. Any such purchase may be on the same terms or on terms more or less favorable to holders of the Notes than the terms of the Offer as described in this Offer to Purchase.

Purpose of the Offer

      Section 3.07 of the Indenture provides that following a Change in Control, you have the right, at your option, to require us to repurchase your Notes. We are making this Offer to satisfy our obligations under the Indenture.

Price Range of Notes and Teva ADRs; Dividends

      The Notes are not listed on any national securities exchange or authorized to be quoted in any inter-dealer quotation system of any national securities association. There is no existing public trading market for the Notes, and no reliable pricing information for the Notes is available. We believe that trading in the Notes has been limited and sporadic. Quotations for securities that are not widely traded, such as the Notes, may differ from actual trading prices and should be viewed as approximations. To the extent such information is available, holders are urged to contact their brokers with respect to current information regarding the market price of the Notes.

      To the extent that Notes are tendered and accepted in the Offer, such Notes will cease to be outstanding. A debt security with a smaller outstanding principal amount available for trading (a smaller “float”) may command a lower price and trade with greater volatility than would a comparable debt security with a greater float. Consequently, any Notes that we purchase pursuant to the Offer will reduce the float and may negatively impact the liquidity, market value and price volatility of the Notes that remain outstanding following the Offer. We cannot assure you that a trading market will exist for the Notes following the Offer. The extent of the market for the Notes following consummation of the Offer will depend upon, among other things, the remaining outstanding principal amount of the Notes at such time, the number of holders of Notes remaining at such time and the interest in maintaining a market in such Notes on the part of securities firms.

      Teva’s ADRs (into which the Notes are partially convertible, as described below) are currently traded on the NASDAQ National Market under the symbol “TEVA”. The

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following table sets forth, for each period indicated, the high and low sale prices for Teva’s ADRs as reported on the NASDAQ National Market.

	High		Low
2006
First quarter (through February 21, 2006)	$	44.71	$	39.65
2005
First quarter	$	32.17	$	26.78
Second quarter		34.25		30.00
Third quarter		34.26		29.50
Fourth quarter		45.91		33.50
2004
First quarter	$	33.68	$	28.50
Second quarter		34.66		30.10
Third quarter		34.13		23.97
Fourth quarter		30.18		22.82

      On February 21, 2006 the last reported sales price of TEVA’s ADRs was $41.00.

     Since 1987, Teva has paid dividends on a regular quarterly basis. Future dividend payments may be reviewed by its board of directors based upon conditions then existing, including Teva’s earnings, financial condition, capital requirements and other factors. Furthermore, Teva’s ability to pay cash dividends may be restricted by instruments governing its debt obligations. Dividends are declared and paid in New Israeli Shekels, or NIS (the currency of Israel). Dividends are converted into dollars and paid by the depositary of the ADRs for the benefit of owners of ADRs.

     Dividends paid by an Israeli company to shareholders residing outside Israel are generally subject to withholding of Israeli income tax at a rate of up to 20% (15% in the case of dividends distributed from the taxable income attributable to an approved enterprise). Such tax rates apply unless a lower rate is provided in a treaty between Israel and the shareholders’s country of residence. In Teva’s case, the applicable withholding tax rate will depend on the particular Israeli production facilities that have generated the earnings that are the source of the dividend and, accordingly, the applicable rate may change from time to time. The current rate of tax withheld on the dividend during the first three quarters of 2005 was 18%.

     The following table sets forth the amounts of the dividends paid in respect of each period indicated prior to deductions for applicable Israeli withholding taxes (in cents per ADR). All figures have been adjusted to reflect the 2:1 stock split effected by Teva in June 2004. Actual dividends paid in U.S. dollars are subject to some deviation reflecting exchange rate fluctuations between the NIS (the currency in which dividends are declared) and the U.S. dollar between the declaration date and the date of actual payment.

	2005		2004		2003
1st interim		7.0		5.0		3.7
2nd interim		7.0		5.0		3.7
3rd interim		6.0		5.0		3.7
4th interim		—		6.9		5.0

      We urge you to obtain current market quotations for the Notes, to the extent available, and Teva’s ADRs prior to making any decision with respect to the Offer.

Conversion Rights With Respect to the Notes

      Each $1,000 principal amount of the Notes may be converted, at the option of each holder, into (i) $405.74 in cash and (ii) a number of Teva ADRs equal to the product of (x) 0.42355 and (y) the quotient obtained by dividing $1,000 by the conversion price (currently $32.04, but subject to adjustment as set forth in the Indenture).

      In order to exercise the conversion privilege with respect to a Note held in book-entry form, the beneficial owner must (i) cause to be completed the appropriate instruction form for conversion pursuant to DTC’s book-entry conversion program, (ii) cause to be delivered by book-entry delivery an interest in the aggregate principal amount and corresponding principal amount represented thereby to be converted of such Note, (iii) furnish appropriate endorsements and transfer documents if required by the Trustee or conversion agent, and (iv) pay the funds, if any, required by Section 10.02 of the Indenture and any transfer or similar taxes, if required pursuant to Section 10.04 of the Indenture. U.S. Bank National Association is the trustee and conversion agent for the Notes. See the back cover of this Offer to Purchase for U.S. Bank’s contact information. However, Holders may not convert Notes tendered in the Offer without first validly withdrawing those Notes.

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      For more information regarding the conversion rights with respect to the Notes, or any of the other terms and conditions of the Notes, please see the Indenture.

Acceptance of Notes for Payment

      Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) and applicable law, we will, on the Repurchase Date, purchase by accepting for payment, and will make payment for, all Notes validly tendered (and not properly withdrawn) pursuant to the Offer on or prior to 5:00 p.m., Eastern time, on the Expiration Date. Such payment will be made by the deposit, on or prior to the Repurchase Date, of immediately available funds with the paying agent, which will act as agent for tendering holders for the purpose of receiving payment from us and transmitting such payment to tendering holders. Payment for Notes for which an election to repurchase is validly made shall be delivered promptly following the Repurchase Date. Under no circumstances will interest on the purchase price be paid by us by reason of any delay on behalf of the paying agent in making such payment.

      We expressly reserve the right, in our sole discretion and subject to the terms of the Indenture and the Notes and Rule 14e-1(c) and Rule 13e-4(f)(5) under the Exchange Act, to delay acceptance for payment of the Notes in order to comply, in whole or in part, with any applicable law. We also expressly reserve the right, in our sole discretion, to withdraw or terminate the Offer if either or both of the conditions specified in the section captioned “Conditions of the Offer” are not satisfied.

      In all cases, payment by the paying agent to holders of Notes accepted for payment pursuant to the Offer will be made only after timely receipt by the paying agent of confirmation of a book-entry transfer of such Notes into the paying agent’s account at DTC and a properly transmitted agent’s message. See “Procedures for Tendering Notes.”

      For purposes of the Offer, validly tendered Notes (or defectively tendered Notes for which we have waived such defect) will be deemed to have been accepted for payment by us if, as and when we give oral or written notice of acceptance for payment to the paying agent.

      We will only accept tenders of Notes pursuant to the Offer in principal amounts equal to $1,000 or integral multiples thereof.

      If we do not accept tendered Notes for payment for any reason pursuant to the terms and conditions of the Offer, such Notes will be credited to an account maintained at the book-entry transfer facility designated by the participant therein who so delivered such Notes, promptly following the Expiration Date or the termination of the Offer. If we do not accept for payment any Notes properly tendered for payment and not withdrawn, we will be in default under the Indenture.

Expiration, Extension, Amendment, Termination or Withdrawal of the Offer

      The Offer will expire at 5:00 p.m., Eastern time, on the Expiration Date unless extended or earlier terminated.

      We expressly reserve the right, at any time or from time to time, subject to applicable law and the provisions of the Indenture, to amend the Offer in any respect by giving oral or written notice of such amendment to the paying agent.

      We also expressly reserve the right, in our sole discretion, to extend or terminate the Offer in order to comply, in whole or in part, with any applicable law, or to withdraw or terminate the Offer if either or both of the conditions specified in the section captioned “Conditions of the Offer” are not satisfied.

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      Any extension, amendment or termination of the Offer will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension of the Offer to be issued no later than 9:00 a.m., Eastern time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which any public announcement may be made, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release.

      If we make a material change in the terms of the Offer or the information concerning the Offer, we will disseminate additional Offer materials and extend the Offer if required by law.

      If we extend the Offer, or if, for any reason, the acceptance for payment of, or the payment for, Notes is delayed or if, on the Repurchase Date, we are unable to accept for payment or pay for Notes pursuant to the Offer, then, without prejudice to our rights under the Offer, the paying agent may retain tendered Notes on our behalf, and such Notes may not be withdrawn except to the extent tendering holders are entitled to withdrawal rights as described in “Withdrawal of Tenders.” However, our ability to delay the payment for Notes which we have accepted for payment is limited by the terms of the Indenture and by Rules 13e-4(f)(5) and 14e-1(c) under the Exchange Act, which require that a bidder pay the consideration offered or return the securities deposited by or on behalf of holders of securities promptly after the termination or withdrawal of a tender offer.

      Any Notes received by the paying agent that are not properly tendered and as to which the irregularities have not been cured or waived will not be repurchased and will be returned to you by the paying agent.

Procedures for Tendering Notes

      You will not be entitled to receive the purchase price for your Notes unless you validly tender and do not withdraw your Notes on or before 5:00 p.m., Eastern time, on the Expiration Date. You may tender some or all of your Notes; however, any Notes tendered must be in $1,000 principal amount or an integral multiple thereof. If you do not validly tender your Notes on or before 5:00 p.m., Eastern time, on the Expiration Date, your Notes will remain outstanding subject to the existing terms of the Indenture and the Notes.

      Method of Tendering Notes. The Trustee under the Indenture has informed us that, as of the date of this Offer to Purchase, all custodians and beneficial holders of the Notes hold the Notes through DTC accounts and that there are no certificated Notes in non-global form. Accordingly, all Notes tendered for purchase hereunder must be delivered through DTC’s Automatic Tenders over the Participant Terminal System, or ATOP. Delivery of Notes and all other required documents, including delivery and acceptance through ATOP, is at the election and risk of the person tendering Notes.

      Agreement to Be Bound by the Terms of the Offer. By tendering your Notes through ATOP, you acknowledge and agree as follows:

•  pursuant to the Offer, such Notes shall be purchased as of the date the Notes are accepted for purchase pursuant to the terms and conditions of the Indenture and the Notes, and that under the Indenture Notes must be surrendered to the paying agent to collect payment of the purchase price;

•  you have received this Offer to Purchase and acknowledge that it provides the notice required by the Indenture;

•  upon the terms and subject to the conditions of the Offer, and effective upon the acceptance for payment thereof, you irrevocably surrender, sell, assign and transfer to us, all right, title and interest in and to all the Notes tendered and so accepted for payment, waive any and all rights with respect to the Notes (including without limitation any existing or past defaults and their consequences in respect of the Notes and the Indenture), release and discharge us and our affiliates, and our and their respective directors, officers and employees, from any and all claims you may have now, or may have in the future arising out of, or related to, the Notes, including, without limitation, any claims that you are entitled to receive additional principal or interest payments with respect to the Notes or to participate

9

in any conversion, redemption or defeasance of the Notes and irrevocably constitute and appoint the paying agent as your true and lawful agent and attorney-in-fact with respect to any such tendered Notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:

•  transfer ownership of such Notes, on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to us,

•  present such Notes for transfer on the relevant security register, and

•  receive all benefits or otherwise exercise all rights of beneficial ownership of such Notes (except that the paying agent will have no rights to, or control over, funds from us, except as our agent, for the purchase price of any tendered Notes that are purchased by us), all in accordance with the terms set forth in this Offer to Purchase;

•  you represent and warrant that you (i) own the Notes tendered and are entitled to tender such Notes and (ii) have full power and authority to tender, surrender, sell, assign and transfer the Notes tendered and that when such Notes are accepted for payment by us, we will acquire good title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right;

•  you agree, upon request from us, to execute and deliver any additional documents deemed by the paying agent or us to be necessary or desirable to complete the sale, assignment and transfer of the Notes tendered;

•  you understand that all Notes properly tendered and not validly withdrawn prior to 5:00 p.m., Eastern time, on the Expiration Date will be purchased at the purchase price, in cash, subject to the terms and conditions of the Offer;

•  payment for Notes purchased pursuant to this Offer to Purchase will be made by deposit of the purchase price for Notes with the paying agent, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you;

•  tenders for Notes may be withdrawn prior to 5:00 p.m., Eastern time, on the Expiration Date by following the procedures described in “Withdrawal of Tenders;”

•  all authority conferred or agreed to be conferred pursuant to the terms of the Offer hereby shall survive your death or incapacity and every one of your obligations and shall be binding upon your heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives;

•  the tender, delivery and surrender of the Notes is not effective, and the risk of loss of the Notes does not pass to the paying agent, until receipt by the paying agent of any and all evidences of authority and any other required documents in form satisfactory to us; and

•  all questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any Notes pursuant to the procedures described in this Offer to Purchase and the form and validity (including time of receipt of notices of withdrawal) of all documents will be determined by us, in our sole discretion, which determination shall be final and binding on all parties.

      Tender of Notes Held Through a Custodian. If your Notes are held by a broker, dealer, commercial bank, trust company or other nominee, you must contact such nominee if you desire to tender your Notes and instruct such nominee to tender your Notes for purchase on your behalf through the transmittal procedures of DTC as set forth below under the caption “ — Tender of Notes in Global Form” on or prior to 5:00 p.m., Eastern time, on the Expiration Date.

      Tender of Notes in Global Form. If you are a DTC participant, you may elect to tender to us your beneficial interest in the Notes by:

•  delivering to the paying agent’s account at DTC through DTC’s book-entry system your beneficial interest in the Notes on or prior to 5:00 p.m., Eastern time, on the Expiration Date; and

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•  electronically transmitting your acceptance of the Offer through ATOP, subject to the terms and procedures of that system, on or prior to 5:00 p.m., Eastern time, on the Expiration Date. Upon receipt of such Holder’s acceptance through ATOP, DTC will edit and verify the acceptance and send an agent’s message to the paying agent for its acceptance. The term “agent’s message” means a message transmitted by DTC to, and received by, the paying agent, which states that DTC has received an express acknowledgment from the participant in DTC described in that agent’s message, stating the principal amount of Notes that have been tendered by such participant under the Offer and that such participant has received and agrees to be bound by the terms of the Offer, including those set forth above under the caption “— Agreement to Be Bound by the Terms of the Offer.”

Withdrawal of Tenders

      You may withdraw your tendered Notes at any time prior to 5:00 p.m., Eastern time, on the Expiration Date but not thereafter, except as set forth below. In addition, you may withdraw tendered Notes if we terminate the Offer without purchasing any Notes. If we terminate the Offer or do not purchase any Notes in the Offer, we will instruct the paying agent to return your tendered Notes to you promptly following the such termination, without cost or expense to you. You may also withdraw tendered Notes if we have not yet accepted them for payment by 5:00 p.m. on April 19, 2006.

      If, for any reason whatsoever on the Repurchase Date, acceptance for payment of, or payment for, any Notes tendered pursuant to the Offer is delayed (whether before or after our acceptance for payment of Notes) or on the Repurchase Date we are unable to accept for payment or pay for the Notes tendered pursuant to the Offer, we may (without prejudice to our rights set forth herein) instruct the paying agent to retain tendered Notes (subject to the right of withdrawal in certain circumstances and subject to Rules 13e-4(f)(5) and 14e-1(c) under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the investor promptly after the termination or withdrawal of a tender offer).

      For a withdrawal of a tender of Notes to be effective, a “request message” as defined below must be received by the paying agent prior to 5:00 p.m., Eastern time, on the Expiration Date, or after such time, so long as the Notes have not already been accepted for payment by us. DTC participants may electronically transmit a request for withdrawal to DTC. DTC will then edit the request and send a request message to the paying agent. The term “request message” means a message transmitted by DTC and received by the paying agent, which states that DTC has received a request for withdrawal from a DTC participant and identifies the Notes to which such request relates.

      If the Notes to be withdrawn have been delivered or otherwise identified to the paying agent, a request message is effective immediately upon receipt thereof. If Notes have been delivered under the procedures for book-entry transfer, any notice of withdrawal must specify the name and number of the account of the appropriate book-entry transfer facility to be credited with the withdrawn Notes and must otherwise comply with that book-entry transfer facility’s procedures.

      Any Notes properly withdrawn will be deemed to be not validly tendered for purposes of the Offer and we will not pay any consideration in respect of Notes that are so withdrawn.

      Any permitted withdrawal of Notes may not be rescinded; provided, however, that withdrawn Notes may be re-tendered by following one of the procedures described in “Procedures for Tendering Notes,” at any time at or prior to 5:00 p.m., Eastern time, on the Expiration Date.

      Withdrawal of Notes can be accomplished only in accordance with the foregoing procedures.

      All questions as to the form and validity (including time of receipt) of notices of withdrawal, including a request message, will be determined by us, in our sole discretion (and our determination shall be final and binding). Neither we, the paying agent, the trustee nor any other person will be under any duty to give notification of any defects or irregularities in any request message or incur any liability for failure to give any such notification.

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Source and Amount of Funds

      The total amount of funds we need to purchase all of the Notes pursuant to the Offer and to pay related fees and expenses is estimated to be approximately $235,300,000 (assuming 100% of the outstanding Notes are tendered and accepted for payment). We intend to fund our purchase of the Notes from available cash on hand.

Conditions of the Offer

      There are no conditions to this Offer except (i) for the timely and proper delivery and tender of the Notes in accordance with the terms of the Offer and (ii) that the Offer must comply with applicable law. We reserve the right to withdraw or terminate the Offer in our sole discretion if either or both of such conditions have not been satisfied. The Offer is not conditioned on our ability to obtain sufficient financing to purchase the Notes.

United States Federal Income Tax Consequences

      The following is a summary of the material U.S. federal income tax consequences to holders of Notes in connection with the Offer described in this Offer to Purchase. While we have generally described the material U.S. federal income tax consequences of the Offer, holders are urged to consult their own tax advisors with respect to their particular circumstances and the tax consequences arising under U.S. federal, any state, local or foreign tax law. This discussion is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service, all as in effect as of the date of this Offer to Purchase. These authorities may change, possibly retroactively, resulting in U.S. federal income tax consequences different from those discussed below. No ruling has been or will be sought from the IRS with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences relating to the Offer, or that any such contrary position would not be sustained by a court.

      This discussion is limited to holders who hold Notes as capital assets within the meaning of Code Section 1221 (generally, property held for investment). This discussion does not address all U.S. federal income tax considerations that may be relevant to a particular holder in light of that holder’s particular circumstances. This discussion also does not consider any specific facts or circumstances that may be relevant to holders subject to special rules under the U.S. federal income tax laws, including certain financial institutions, insurance companies, tax-exempt organizations, U.S. holders whose functional currency for U.S. federal income tax purposes is not the United States dollar, dealers in securities, persons subject to the alternative minimum tax, persons who hold Notes or Teva ADRs as part of a hedge, conversion or constructive sale transaction, or straddle or other integrated or risk reduction transaction, controlled foreign corporations, passive foreign investment companies, or persons who have ceased to be United States citizens or to be taxed as resident aliens. In addition, the discussion does not apply to holders of Notes that are treated as partnerships for U.S. federal income tax purposes.

      As used in this discussion, a U.S. Holder is any beneficial owner of Notes who for U.S. federal income tax purposes is or is treated as:

•  an individual citizen or resident of the United States;

•  a corporation or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•  an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•  a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons having the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

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      A Non-U.S. Holder is any beneficial owner of Notes who is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

      If a partnership or other entity taxable as a partnership holds the Notes, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. Accordingly, partnerships that hold Notes and partners in such partnerships are urged to consult their tax advisors as to the potential tax consequences to them in connection with a decision of whether to participate in the Offer.

      Although, under the terms of the Indenture, the Notes may receive payments in excess of principal and interest under certain circumstances, we do not believe that the Notes constitute contingent debt instruments for U.S. federal income tax purposes, and the discussion that follows is based on the assumption that they do not constitute contingent debt instruments. If, contrary to our belief and assumption, the Notes are contingent debt instruments, the applicable tax rules will differ in certain respects from those described hereinafter. We also believe that IVAX is not and has not been a United States real property holding corporation within the meaning of Sections 897 and 1445 of the Code. If, contrary to our belief, IVAX were a United States real property holding corporation, the consequences to Non-U.S. Holders might be different in certain respects than those described hereinafter.

          Non-Tendering Holders

      A holder who does not tender Notes pursuant to the Offer generally will not recognize gain or loss for U.S. federal income tax purposes and will maintain the same adjusted tax basis and holding period for the Notes. If such Holder subsequently elects to convert such Holder’s Notes into Teva ADRs and cash, such conversion will be a taxable transaction, pursuant to which the holder will recognize income, gain, or loss for tax purposes. The tax consequences to a holder in connection with a conversion will depend upon the specific situation of the holder, including whether the holder is a U.S. Holder or a Non-U.S. Holder. Accordingly, you should consult with your tax advisors regarding the tax consequences to you of a conversion.

          Tendering U.S. Holders

      In General. A sale of Notes by a U.S. Holder pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes. Subject to the discussion of the market discount rules set forth below, a U.S. Holder selling Notes pursuant to the Offer will recognize capital gain or loss in an amount equal to the difference between the amount of cash received (other than amounts received attributable to accrued but unpaid interest, as discussed below) and the U.S. Holder’s adjusted tax basis in the Notes sold at the time of sale. Generally, (i) a U.S. Holder’s adjusted tax basis in Notes will equal the cost of the Notes to such U.S. Holder (increased by the amount of any market discount previously taken into income by the U.S. Holder, and reduced by the amount of any amortizable bond premium previously taken into account by the U.S. Holder with respect to the Notes) and (ii) any such gain or loss will be long-term capital gain or loss if the U.S. Holder held the Notes for longer than one year. Certain non-corporate U.S. Holders may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. The deductibility of capital losses is subject to limitations.

      Any cash received attributable to accrued but unpaid interest that has not yet been included in a U.S. Holder’s income will be taxable as ordinary income and not included in the amount realized for determining capital gain or loss, as described above, regardless of whether the U.S. Holder otherwise recognizes an overall loss in connection with a sale pursuant to the Offer.

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      An exception to the capital gain treatment described above may apply to a U.S. Holder who purchased Notes at a “market discount.” Subject to a statutory de minimis exception, Notes have market discount if they were purchased after their original issuance at an amount less than their adjusted issue price. In general, unless the U.S. Holder has elected to include market discount in income currently as it accrues, any gain recognized by a U.S. Holder on the sale of Notes having market discount (in excess of a de minimis amount) will be treated as ordinary income to the extent of the lesser of (i) the gain recognized or (ii) the portion of the market discount that has accrued (on a straight-line basis or, at the election of the U.S. Holder, on a constant-yield basis) but has not yet been taken into income while such Notes were held by the U.S. Holder. Any gain in excess of such accrued market discount will be subject to the capital gains rules described above.

      Information Reporting and Backup Withholding. Sales of the Notes by U.S. Holders pursuant to the Offer will be subject to certain information reporting requirements. In addition, a U.S. Holder who fails to complete an IRS Form W-9 or applicable substitute form may be subject to backup withholding at the applicable rate of 28% with respect to the receipt of consideration received pursuant to the Offer unless such U.S. Holder (i) is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact or (ii) otherwise provides a correct taxpayer identification number, certifies that it is a U.S. person not currently subject to backup withholding tax, and otherwise complies with applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against a U.S. Holder’s tax liability, and a U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS in a timely manner.

          Tendering Non-U.S. Holders

      In General. A Non-U.S. Holder will generally not be subject to U.S. federal income tax on gain (if any) recognized on a sale of the Notes (other than amounts received attributable to accrued interest, as discussed below) pursuant to the Offer unless:

•  the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the U.S.; or

•  the Non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the taxable year of the sale, and certain other conditions are met.

      A Non-U.S. Holder described in the first bullet point above will be required to pay U.S. federal income tax on the net gain derived from the sale in the same manner as if such Non-U.S. Holder was a U.S. Holder, and if such Holder is a foreign corporation, it may also be required to pay an additional branch profits tax at a 30% rate (or a lower rate if so specified by an applicable income tax treaty). A Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax on the gain derived from the sale in the same manner as an individual U.S. Holder, as described above under “Tendering U.S. Holders – In General,” which may be offset by U.S. source capital losses.

      The gross amount of cash received by a Non-U.S. Holder upon consummation of the Offer that is attributable to accrued interest generally will not be subject to U.S. federal withholding tax, provided that:

•  the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of IVAX’ stock that are entitled to vote;

•  the Non-U.S. Holder is not a controlled foreign corporation that is related to us through stock ownership; and

•  appropriate documentation (generally, an IRS Form W-8BEN or applicable substitute form) establishing that the Non-U.S. Holder is not a U.S. person is completed.

      A Non-U.S. Holder that does not qualify for an exemption from withholding tax on accrued interest under this paragraph will generally be subject to withholding of U.S. federal income tax at a 30% rate on payments attributable to accrued interest unless such Non-U.S. Holder is able to claim a valid exemption or

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reduction from withholding tax under an income tax treaty and properly executes an IRS Form W-8 BEN or applicable substitute form. If accrued interest paid to a Non-U.S. Holder is effectively connected with the conduct by that Non-U.S. Holder of a U.S. trade or business, then, although exempt from U.S. withholding tax if the Non-U.S. Holder provides the appropriate documentation (generally, an IRS Form W-8 ECI or applicable substitute from), the Non-U.S. Holder will generally be subject to U.S. federal income tax on that accrued interest in the same manner as if the Non-U.S. Holder were a U.S. Holder. In addition, if the Non-U.S. Holder is a foreign corporation, the accrued interest may be subject to a branch profits tax at a rate of 30% or lower applicable treaty rate.

      A Non-U.S. Holder generally will not be subject to information reporting on any payments received upon the sale of their Notes provided that the Non-U.S. Holder properly completes a W-8BEN or W-8ECI, as applicable.

Fees and Expenses; Solicitations

      We will not pay any fees or commissions to any broker, dealer or other person for soliciting or making recommendations with respect to tenders of Notes pursuant to the Offer.

      Directors, officers and regular employees of either us or our affiliates (who will not be specifically compensated for such services) and the paying agent may contact holders of Notes by mail, telephone, or facsimile regarding the Offer and may request brokers, dealers and other nominees to forward this Offer to Purchase to beneficial owners of the Notes.

Miscellaneous

      We are not aware of any jurisdiction in which the making of the Offer is not in compliance with applicable law.

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IVAX CORPORATION

THE PAYING AGENT AND DEPOSITARY FOR THIS OFFER IS:

U.S. Bank National Association

(800) 934-6802

To Contact by Mail

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

Attn: Specialized Finance Dept.

EX-99.(A)(5)(I)

Exhibit (a)(5)(i)

IVAX Announces Tender Offer for 4.5% Convertible Senior Subordinated Notes
due 2008

     Miami, Florida – February 22, 2006 – IVAX Corporation, a wholly owned subsidiary of Teva Pharmaceutical Industries Limited (“Teva”), announced today that it has commenced an offer to repurchase any and all of its outstanding 4.5% Convertible Senior Subordinated Notes due 2008 (the “Notes”). The indenture governing the Notes requires IVAX to make the offer as a result of the merger (the “Merger”) of IVAX with and into a wholly owned subsidiary of Teva and the related replacement of the Board of Directors of IVAX.

     IVAX is offering to purchase the Notes for cash at a purchase price, per $1,000 principal amount, equal to 100% of the principal amount, together with $17.88 per $1,000 principal amount, representing accrued and unpaid cash interest to, but excluding, April 8, 2006. In the event that all of the outstanding Notes are tendered in the tender offer, the aggregate purchase price required for IVAX to purchase the tendered Notes is estimated to be approximately $235,238,037.63. The tender offer for the Notes will expire at 5:00 p.m., Eastern Time, on Friday, March 24, 2006, unless extended or earlier terminated. Holders may withdraw their tendered Notes at any time prior to the expiration time. As required by the indenture governing the Notes, on April 10, 2006, IVAX will purchase all Notes properly tendered and not withdrawn. All Notes purchased pursuant to IVAX’ offer will be retired upon purchase. IVAX expects to fund the tender offer with cash on hand.

     Neither IVAX’ nor Teva’s Boards of Directors nor any other person makes any recommendation as to whether holders of Notes should choose to tender their Notes in this offer, and no one has been authorized to make such a recommendation.

     The Notes may be tendered only in accordance with the Notice of Change in Control and Offer to Purchase dated February 22, 2006. Noteholders may obtain the Notice of Change in Control and Offer to Purchase through the paying agent, U.S. Bank National Association, 60 Livingston Avenue, St. Paul, MN 55107, Attn: Specialized Finance Dept., telephone number: (800) 934-6802.

     This announcement is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

     HOLDERS OF IVAX’ OUTSTANDING 4.5% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2008 AND OTHER INTERESTED PARTIES ARE URGED TO READ IVAX CORPORATION’S NOTICE OF CHANGE IN CONTROL AND OFFER TO PURCHASE AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IVAX CORPORATION AND THE OFFER.

     Materials filed with the SEC will be available electronically without charge at the SEC’s website, www.sec.gov. Documents filed with the SEC may be obtained without charge by directing a request to IVAX Corporation’s corporate secretary at IVAX Corporation, 4400 Biscayne Boulevard, Miami, Florida 33137.

     THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A TENDER OFFER FOR THE NOTES. THE TENDER OFFER WILL ONLY BE MADE PURSUANT TO THE NOTICE OF CHANGE IN CONTROL AND OFFER TO PURCHASE AND OTHER RELATED DOCUMENTS.

CONTACT:
David Malina
Vice President/Investor Relations and Corporate Communications
305-575-6043

EX-99.(A)(5)(II)

Exhibit (a))(5)(ii)

IVAX CORPORATION
4.5% Convertible Senior Subordinated Notes due May 15, 2008
(CUSIP Nos. 465823AG7, 465823AE2 and U4608RAB1)

NOTICE IS HEREBY GIVEN pursuant to the terms and conditions of the Indenture dated as of May 4, 2001 (the “Indenture”), between IVAX Corporation (“IVAX”) and U.S. Bank National Association, formerly U.S. Bank Trust National Association, as trustee (the “Trustee”), as amended by the First Supplemental Indenture dated as of January 26, 2006 among IVAX, the Trustee and Teva Pharmaceutical Industries Limited (“Teva”), as guarantor, and the Second of Supplemental Indenture dated as of January 26, 2006 among IVAX, the Trustee and Teva, as guarantor (as so supplemented, the “Indenture”), that a “Change in Control” (as defined in the Indenture) occurred on January 26, 2006, as a result of the merger of IVAX (the “Merger”) with and into a wholly owned subsidiary of Teva and the Board of Directors of IVAX being replaced.

As required by the Indenture, IVAX is offering each holder of IVAX’ 4.5% Convertible Senior Subordinated Notes due 2008 (the “Notes”) the option to have such holder’s Notes repurchased by IVAX. The offer for the Notes will expire at 5:00 p.m., Eastern Time, on Friday, March 24, 2006, unless extended or earlier terminated (such time, as it may be extended, the “Expiration Time”). Upon and subject to the terms and conditions of IVAX’ Notice of Change in Control and Offer to Purchase, dated February 22, 2006 (the “Offer to Purchase”), on April 10, 2006 (the “Repurchase Date”), IVAX will purchase all Notes validly tendered and not withdrawn on the Expiration Date for cash at a purchase price, per $1,000 principal amount, equal to 100% of the principal amount, together with $17.88 per $1,000 principal amount, representing accrued and unpaid cash interest to, but excluding, April 8, 2006 (the “Repurchase Price”). Notes must be validly tendered and not withdrawn prior to the Expiration Time in order to receive the Repurchase Price. Holders may withdraw their tendered Notes at any time prior to the Expiration Time, but after the Expiration Time tenders will be irrevocable and holders will forfeit their right to convert Notes tendered for repurchase except as otherwise required by the Indenture or applicable law.

Each $1,000 principal amount of the Notes is convertible at the option of the Holder at any time and from time to time into (i) $405.74 in cash and (ii) a number of Teva American Depositary Receipts equal to the product of (x) 0.42355 and (y) the quotient obtained by dividing $1,000 by the conversion price (currently $32.04, but subject to adjustment as set forth in the Indenture). Notes may be surrendered for conversion in accordance with the procedures described in the Offer to Purchase.

The Notes may be tendered only in accordance with the procedures described in the Offer to Purchase. Noteholders may obtain a copy of the Offer to Purchase through the paying agent, U.S. Bank National Association, 60 Livingston Avenue, St. Paul, MN 55107, Attn: Specialized Finance Dept., telephone number: (800) 934-6802.

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS UNLAWFUL.

HOLDERS OF IVAX’ 4.5% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2008 AND OTHER INTERESTED PARTIES ARE URGED TO READ IVAX’ NOTICE OF CHANGE IN CONTROL AND OFFER TO PURCHASE AND OTHER RELEVANT DOCUMENTS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IVAX CORPORATION AND THE OFFER.

THIS NOTICE OF CHANGE IN CONTROL IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A TENDER OFFER FOR THE NOTES. THE TENDER OFFER WILL ONLY BE MADE PURSUANT TO THE NOTICE OF CHANGE IN CONTROL AND OFFER TO PURCHASE AND OTHER RELATED DOCUMENTS.

EX-99.(D)(2)

Exhibit (d)(2)

IVAX CORPORATION,
as Issuer

TEVA PHARMACEUTICAL INDUSTRIES LIMITED,
as Guarantor

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of January 26, 2006

4¹/2% Convertible Senior Subordinated Notes Due 2008

TABLE OF CONTENTS

	Page
ARTICLE 1   DEFINITIONS		2
Section 1.1 Definitions		2
ARTICLE 2   GUARANTEE		5
Section 2.1 Guarantee		5
Section 2.2 Termination of Company’s Obligations		6
ARTICLE 3   Amendments to Original Indenture		6
Section 3.1 Amendments to Article III		7
Section 3.2 Amendments to Article VI		7
Section 3.3 Amendments to Article IX		7
Section 3.4 Amendments to Article X		7
Section 3.5 Amendments to Article XII		16
ARTICLE 4   Amendments to Form of Security		18
Section 4.1 Amendments to Form of Security		18
ARTICLE 5   MERGER, ETC. OF GUARANTOR		18
Section 5.1 Merger, etc.		18
Section 5.2 Successor Substituted		19
ARTICLE 6   ADDITIONAL COVENANTS		19
Section 6.1 Corporate Existence		19
Section 6.2 Certificates of the Guarantor		19
Section 6.3 Reports by the Guarantor		19
ARTICLE 7   MISCELLANEOUS PROVISIONS		20
Section 7.1 Provisions of Supplemental Indenture for the Sole Benefit of Parties and Holders of Securities		20
Section 7.2 Incorporators, Shareholders, Members, Officers and Directors Exempt from Individual Liability		20
Section 7.3 Successors and Assigns of Company and Guarantor Bound by Supplemental Indenture		20
Section 7.4 Conflict of any Provisions of Supplemental Indenture with Trust Indenture Act of 1939		20
Section 7.5 Governing Law		21
Section 7.6 Counterparts		21
Section 7.7 Submission to Jurisdiction		21
Section 7.8 Incorporation of Supplemental Indenture; Ratification		21
Section 7.9 Effectiveness		21

     FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 26, 2006 by and among IVAX CORPORATION, a Florida corporation (the “Company”), TEVA PHARMACEUTICAL INDUSTRIES LIMITED, a corporation incorporated under the laws of Israel (the “Guarantor”), 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 has executed and delivered to the Trustee an Indenture dated as of May 4, 2001 (the “Original Indenture” and, as amended and supplemented by this Supplemental Indenture and as it may be further amended or supplemented from time to time, the “Indenture”), providing for the issuance of the 4¹/2% Convertible Senior Subordinated Notes Due 2008 of the Company (the “Securities”);

     WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of July 25, 2005 (the “Merger Agreement”) , among the Company, the Guarantor, Ivory Acquisition Sub, Inc. (“Merger Sub”) and Ivory Acquisition Merger Sub II, Inc., Merger Sub will, concurrently with the effectiveness of this Supplemental Indenture, merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”);

     WHEREAS, pursuant to the Merger Agreement, each holder of Common Stock shall have the right to receive $26.00 in cash or 0.8471 ADRs of the Guarantor per share of Common Stock, subject to proration as provided therein, so that in the aggregate 50% of the Common Stock is converted into cash and 50% is converted into ADRs;

     WHEREAS, as a result of the Merger, each holder of Securities will have the right to convert such Securities into the consideration that such Holder would have owned immediately after the Merger if it had converted the Security immediately before the effective date of the Merger;

     WHEREAS, the Board of Directors of the Company has determined, in accordance with Section 10.16 of the Original Indenture, that as a result of the Merger, the Securities shall become convertible into, in lieu of Common Stock of the Company, cash and ADRs of the Guarantor as further provided herein;

     WHEREAS, the Company and the Guarantor desire to execute and deliver this Supplemental Indenture as required by Section 10.15 of the Original Indenture to provide, among other things, for the delivery of such cash and ADRs of the Guarantor upon conversion of the Securities;

     WHEREAS, the Guarantor desires to irrevocably and unconditionally guarantee the full and punctual payment of the principal of and interest on the Securities when due, whether at maturity, upon redemption or acceleration or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities (such guarantee the “Guarantee”);

     WHEREAS, Section 9.01 of the Original Indenture permits the Company, with the consent of the Trustee, to amend or supplement the Indenture and the Securities, without

notice to or the consent of any Securityholder, to make any change that does not adversely affect the rights of any Securityholder; and

     WHEREAS, the Company and the Guarantor have requested that the Trustee execute and deliver this Supplemental Indenture, and all things necessary to make this Supplemental Indenture a valid instrument in accordance with its terms and to make the Guarantee provided for herein the valid obligation of the Guarantor have been done, and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects;

     NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

     For and in consideration of the premises and the mutual covenants and agreements herein set forth, the Company, the Guarantor and the Trustee hereby covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Securities as follows:

ARTICLE 1

DEFINITIONS

               Section 1.1 Definitions.

          (a) Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Original Indenture, except as provided in subsection (b) below.

          (b) The following definitions set forth in Section 1.01 of the Original Indenture are hereby amended to read as follows:

          “Board of Directors” means the Board of Directors of the Company or the Guarantor, as the case may be, or any committee of such Board authorized to act for it hereunder.

          “Officer” means the Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Treasurer or the Secretary of the Company or the Guarantor, as the case may be.

          “Officers’ Certificate”, when used with reference to the Company or the Guarantor, means a certificate signed by two Officers of the Company or the Guarantor, as the case may be, or by an Officer and an Assistant Treasurer or an Assistant Secretary of the Company or the Guarantor, as the case may be.

          “Opinion of Counsel” means a written opinion from legal counsel who may be an employee of or counsel for the Company or the Guarantor or other counsel reasonably acceptable to the Trustee.

          (c) For all purposes hereof (including the recitals hereto), and of the Indenture and the Securities, the following terms have the following meanings:

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          “ADR Depositary” means The Bank of New York, a New York banking corporation, and any successor as depositary under the Deposit Agreement.

          “ADRs” means the American Depositary Receipts issued under the Deposit Agreement evidencing the ADSs.

          “ADSs” means the American Depositary Shares representing Deposited Securities.

          “Conversion Agent” means any Person authorized by the Issuer to convert Securities in accordance with Article X of the Indenture.

          “Deposit Agreement” means the Amended and Restated Deposit Agreement dated February 12, 1997 among the Guarantor, The Bank of New York, as Depositary, and Owners and Holders of American Depositary Receipts, as amended, and as the same may be further amended in accordance with its terms hereafter.

          “Deposited Securities” means Ordinary Shares deposited or deemed to be deposited under the Deposit Agreement and any and all other securities, property and cash received by the Depositary or a custodian in respect thereof and at such time held under the Deposit Agreement.

          “Guarantee” means the guarantee of the Guarantor provided in Section 2.1 of the Supplemental Indenture.

          “Guarantor” means the Person named as the “Guarantor” in the first paragraph of the Supplemental Indenture until a successor Person shall have become such pursuant to applicable provisions of the Indenture, and thereafter “Guarantor” shall mean such successor Person.

          “Ordinary Shares” means any and all equity securities of any class of the Guarantor which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Guarantor and which is not subject to redemption by the Guarantor; provided, however, that, subject to the provisions of the fifth paragraph of Section 10.05, shares issuable on conversion of Securities shall include only shares of the class designated as Ordinary Shares, par value NIS 0.10 per share, of the Guarantor at the date of the Supplemental Indenture or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Guarantor and which are not subject to redemption by the Guarantor; provided, however, that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

          “Original Indenture” has the meaning set forth in the recitals hereto.

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          “Supplemental Indenture” means the First Supplemental Indenture dated as of January 26, 2006 by and among the Company, the Guarantor and the Trustee, relating to the Securities.

          “Trading Day” means:

                    (1) if the applicable security is listed or admitted for trading on the New York Stock Exchange, a day on which the New York Stock Exchange is open for business;

                    (2) if that security is not listed on the New York Stock Exchange, a day on which trades may be made on the Nasdaq National Market;

                    (3) if that security is not so listed on the New York Stock Exchange and not quoted on the Nasdaq National Market, a day on which the principal United States securities exchange on which the securities are listed is open for business;

                    (4) if that security is not so listed on a United States securities exchange or quoted on the Nasdaq National Market, a day on which trades may be made on the Tel Aviv Stock Exchange; or

                    (5) if the applicable security is not so listed, admitted for trading or quoted, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

          “Trading Price” of a security on any date of determination means:

                    (1) the closing sale price (or, if no closing sale price is reported, the last reported sale price) of that security (regular way) on the New York Stock Exchange on that date;

                    (2) if that security is not listed on the New York Stock Exchange on that date, the closing sale price as reported on that date by the Nasdaq National Market;

                    (3) if that security is not so listed on the New York Stock Exchange and not quoted on the Nasdaq National Market on that date, the closing sale price as reported on that date in the composite transactions for the principal United States securities exchange on which that security is listed;

                    (4) if that security is not so listed on a United States national or regional securities exchange or quoted on the Nasdaq National Market on that date, the dollar equivalent (converted at the United States Federal Reserve Bank’s noon buying rate on that date) of the closing sale price (or, if no closing price is reported, the last reported sale price) of the security on that date on the Tel Aviv Stock Exchange;

                    (5) if that security is not so reported, the last price quoted by Interactive Data Corporation for that security on that date or, if Interactive Data

4

Corporation is not quoting such price, a similar quotation service selected by the Guarantor;

                    (6) if that security is not so quoted, the average of the mid-point of the last bid and ask prices for that security on that date from at least two dealers recognized as market-makers for that security selected by the Guarantor for this purpose;

                    (7) if such bid and ask prices are not so available, the average of the last bid and ask prices for that security on that date from a dealer engaged in the trading of convertible securities selected by the Guarantor for this purpose; or

                    (8) if no such bid and ask prices are available, as determined by the Board of Directors of the Guarantor on the basis of such quotations as it considers appropriate.

          “Vice President” when used with respect to the Company, the Guarantor or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

               (d) The definitions of the following terms are hereby deleted from Section 1.01 of the Original Indenture:

ARTICLE 2

GUARANTEE

               Section 2.1 Guarantee.

          The Guarantor irrevocably and unconditionally guarantees to each Holder of Securities (including any Holder of Securities issued under the Original Indenture from or after the date of this Supplemental Indenture), and to the Trustee and its successors and assigns, the full and punctual payment of the principal of and interest on the Securities, when and as the same shall become due and payable, whether at maturity or upon redemption or acceleration or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities, including obligations in respect of any Repurchase Price and obligations to the Trustee, in each case according to the terms of the Indenture and the Securities. The Guarantor agrees that in the case of default by the Company in the payment of any such principal, interest or other obligations, the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of the Securities, any modification of the Securities, any invalidity, irregularity or unenforceability of the Securities or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by any Holder of Securities or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to the Securities or the indebtedness

5

evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to any Security except by payment in full of the principal of, interest and other amounts payable with respect to such Security pursuant to such Security or the Indenture.

          For so long as any Securities are outstanding, the Guarantor will guarantee the delivery of the Cash Conversion Consideration and the ADRs issuable upon conversion of the Securities pursuant to the terms of this Supplemental Indenture and the Securities.

          This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Security, in whole or in part, is rescinded or must otherwise be restored to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Company or otherwise.

          The Guarantor shall be subrogated to all rights of the Holders against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment in the nature of contribution or for any other reason from any other obligor with respect to such payment, in each case, until the principal of and interest on the Securities shall have been paid in full.

          Any term or provision of this Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of this Guarantee shall not exceed the maximum amount that can be hereby guaranteed without rendering this Guarantee voidable under applicable law relating to fraudulent conveyances or fraudulent transfers or similar laws affecting the rights of creditors generally.

               Section 2.2 Termination of Company’s Obligations.

          If the Company’s obligations in respect of the Securities are terminated pursuant to Section 8.01 of the Original Indenture as and to the extent provided in such Section, the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Guarantee, and the amendments herein to Article VI of the Original Indenture shall be deemed deleted at such time. Notwithstanding the foregoing provisions of this Section 2.2, the Guarantee and the obligations of the Guarantor thereunder shall be revived and reinstated as and to the extent that the obligations of the Company in respect of the Securities shall be revived and reinstated pursuant to Section 8.04 of the Original Indenture      , and the amendments so deemed deleted shall be deemed effective again at such time, and in such events the subrogation rights of the Guarantor provided for in the Guarantee shall be similarly revived and reinstated.

ARTICLE 3

AMENDMENTS TO ORIGINAL INDENTURE

The Original Indenture is hereby amended as set forth in this Article 3.

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               Section 3.1 Amendments to Article III.

          Section 3.07 of the Original Indenture is amended by adding the words “of the Company” after the words “Board of Directors” each time such words appears in clause (ii) of the definition of a “CHANGE IN CONTROL” of the Company.

               Section 3.2 Amendments to Article VI.

          Section 6.01 of the Original Indenture is amended by

          (a) adding to the end of clause (ii) thereof the following: “, or the Guarantor fails to make a payment required under the Guarantee”;

          (b) in clause (iii) thereof, adding the words “or the Guarantor” after the words “the Company” in such clause;

          (c) in clauses (iv) and (v) thereof, adding the words “or the Guarantor” after the words “the Company” each time such words appear in such clauses; and

          (d) in the last paragraph of such Section, adding the words “or the Guarantor, as the case may be,” after the words “the Company” each time such words appear in such paragraph.

               Section 3.3 Amendments to Article IX

          (a) Section 9.01 of the Original Indenture is amended by adding the words “and the Guarantor” after the word “Company” in the first line of such Section.

          (b) Section 9.02 of the Original Indenture is amended by adding the words “and the Guarantor” after the word “Company” in the first paragraph of such Section.

               Section 3.4 Amendments to Article X.

          Article X of the Original Indenture is amended to read in its entirety as follows:

“X. CONVERSION

10.01 CONVERSION PRIVILEGE.

          A Holder of a Security may, at any time during the period stated in PARAGRAPH 9 of the Securities, convert such Security into cash and ADRs, as set forth in, and subject to the provisions of, this Article X and the Securities. For each $1,000 principal amount of Securities, (i) the amount of cash so payable upon conversion (the “Cash Conversion Consideration”) shall be $405.74 and (ii) the number of ADRs issuable upon conversion (the “conversion rate”) as of the effective date of the Supplemental Indenture shall equal the product of (x) 0.42355 and (y) the “initial conversion rate” (as defined in PARAGRAPH 9 of Exhibit A to the Supplemental Indenture). The Cash Conversion Consideration is payable without interest,

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and the number of ADRs issuable upon conversion shall be rounded to the nearest 1/100^th of an ADR.

          The Cash Conversion Consideration and the conversion rate take into account any adjustments (i) pursuant to the Merger and (ii) occurring prior to the date hereof.

          A Holder may convert a portion of the principal of a Security if the portion is $1,000 principal amount or a whole multiple of $1,000 principal amount. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it.

10.02 CONVERSION PROCEDURE.

          To convert a Security, a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date. As soon as practicable after conversion, the Guarantor shall deliver to the Holder through the Conversion Agent the Cash Conversion Consideration, a certificate for the number of full ADRs issuable upon the conversion and a check in lieu of any fractional ADR. The Person in whose name the certificate is registered shall be treated as a holder of ADRs of record on and after the conversion date.

          Except as described below, no payment or adjustment will be made for accrued interest on a converted Security or for dividends on or with respect to any ADR issued on conversion. If any Security is converted between a record date for the payment of interest and the next succeeding interest payment date, unless such Security has been called for redemption on a redemption date between such dates, such Security must be accompanied by funds equal to the interest payable to the registered Holder on such interest payment date on the principal amount so converted. A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of the Security being converted will be paid on such interest payment date to the registered Holder of such Security on the immediately preceding record date.

          If a Holder converts more than one Security at the same time, the number of full ADRs issuable upon the conversion shall be based on the total principal amount of the Securities converted.

          Upon surrender of a Security that is converted in part, the Trustee shall authenticate for the Holder a new Security equal in principal amount to the unconverted portion of the Security surrendered.

          If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday.

10.03 FRACTIONS OF ADRs.

          No fractional ADRs shall be issued upon conversion of Securities, and instead the Company shall pay a cash adjustment in respect of such fraction (calculated to the nearest one-

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100^th of a share) in an amount equal to the same fraction of the Trading Price of the ADRs as of the Trading Day preceding the date of conversion.

10.04 TAXES ON CONVERSION.

          If a Holder converts its Security, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of ADRs upon the conversion. However the Holder shall pay any such tax which is due because the ADRs are issued in a name other than the Holder’s name.

10.05 GUARANTOR TO PROVIDE ADRs.

          The Guarantor shall reserve out of its authorized but unissued Ordinary Shares enough shares to permit the conversion of all of the Securities. All Ordinary Shares and ADRs which may be issued upon conversion of the Securities shall be validly issued, fully paid and non-assessable.

          Upon receipt by the Company of a Conversion Notice provided for in the Securities, the Guarantor will deposit Ordinary Shares issuable upon conversion of the Securities with the ADR Depositary in accordance with the terms of the Deposit Agreement and will comply with the applicable terms of the Deposit Agreement so that ADRs evidencing ADSs representing such Ordinary Shares will be executed by the ADR Depositary and delivered to the Holders as required by the Indenture and the Deposit Agreement.

          The Guarantor covenants that it will perform all acts necessary in order to ensure that ADRs evidencing ADSs representing Ordinary Shares issuable upon conversion of the Securities are delivered to the Holders entitled thereto.

          The Guarantor will endeavor to comply with all securities laws regulating the offer and delivery of ADRs upon conversion of Securities and will endeavor to list such ADRs on each United States national securities exchange on which ADRs are listed.

          In the event that Ordinary Shares cease to be represented by ADRs issued under a depositary receipt program sponsored by the Guarantor, or the ADRs cease to be quoted on the Nasdaq National Market (and are not at that time listed on the New York Stock Exchange or another United States national securities exchange), all references herein to ADRs will be deemed to have been replaced by references to:

(i)	the number of Ordinary Shares corresponding to the ADRs on the last day on which the ADRs were quoted on the Nasdaq National Market; and
(ii)	as adjusted, pursuant to the adjustment provisions contained in this Article X, for any other property the ADRs represented as if the other property has been distributed to holders of ADRs on that day.

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10.06 ADJUSTMENT FOR CHANGES IN CAPITAL STOCK.

          If the Guarantor:

               (i) pays a dividend or makes a distribution on its Ordinary Shares in Ordinary Shares;

               (ii) subdivides its outstanding Ordinary Shares into a greater number of Ordinary Shares;

               (iii) combines its outstanding Ordinary Shares into a smaller number of Ordinary Shares;

               (iv) pays a dividend or makes a distribution on its Ordinary Shares in shares of its capital stock other than Ordinary Shares; or

               (v) issues by reclassification of its Ordinary Shares any shares of its capital stock;

then the conversion privilege and the conversion rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of ADRs which it would have owned immediately following such action if it had converted the Security immediately on or prior to the record date set in connection with such action.

          The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.

          If after an adjustment a Holder of a Security upon conversion thereof may receive shares of two or more classes of capital stock of the Guarantor, the Board of Directors of the Guarantor shall determine the allocation of the adjusted conversion rate between the classes of capital stock. After such allocation, the conversion privilege and the conversion rate of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to ADRs in this ARTICLE X.

          The conversion rate will not be adjusted for unpaid interest.

10.07 ADJUSTMENT FOR RIGHTS TO PURCHASE ADRs BELOW MARKET PRICE.

          If the Guarantor issues to all holders of its Ordinary Shares, as such, rights, options or warrants entitling such holders for a period of sixty days or less to subscribe for or purchase Ordinary Shares, or any securities convertible into or exchangeable for Ordinary Shares, or rights, options or warrants to subscribe for or purchase such convertible or exchangeable securities (excluding rights, options or warrants to subscribe for or purchase Ordinary Shares or convertible or exchangeable securities or rights, options, or warrants therefor issued in transactions described in SECTION 10.06) at a “PRICE PER SHARE” (as defined and determined according to the formula given below) less than the Current Market Price on the date

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of such issuance, the conversion price shall be adjusted in accordance with the following formula:

		O + R
AP = CP	x	M
		O + N

WHERE

AP	=	the adjusted conversion price.
CP	=	the then current conversion price.
O	=	the number of Ordinary Shares outstanding immediately prior to such issuance.
N	=	the “NUMBER OF SHARES,” which (i) in the case of rights, options or warrants to subscribe for or purchase Ordinary Shares or of securities convertible into or exchangeable for Ordinary Shares, is the maximum number of Ordinary Shares initially issuable upon exercise, conversion or exchange thereof; and (ii) in the case of rights, options or warrants to subscribe for or purchase convertible or exchangeable securities, is the maximum number of Ordinary Shares initially issuable upon the conversion or exchange of the convertible or exchangeable securities issuable upon the exercise of such rights, options or warrants.
R	=	the aggregate proceeds received or receivable by the Guarantor, which (i) in the case of rights, options or warrants to subscribe for or purchase Ordinary Shares or of securities convertible into or exchangeable for Ordinary Shares, is the total amount received or receivable by the Guarantor in consideration for the sale and issuance of such rights, options, warrants or convertible or exchangeable securities, plus the minimum aggregate amount of additional consideration, other than the convertible or exchangeable securities surrendered or cancelled upon the exercise, conversion or exchange thereof, payable to the Guarantor

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		upon exercise, conversion or exchange thereof; and (ii) in the case of rights, options or warrants to subscribe for or purchase convertible or exchangeable securities, is the total amount received or receivable by the Guarantor in consideration for the sale and issuance of such rights, options or warrants, plus the minimum aggregate consideration payable to the Guarantor upon the exercise thereof, plus the minimum aggregate amount of additional consideration, other than the convertible or exchangeable securities, payable upon the conversion or exchange of the convertible or exchangeable securities; provided that in each case the proceeds received or receivable by the Guarantor shall be deemed to be the amount of gross cash proceeds without deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services or any expenses incurred in connection therewith.
M	=	the Trading Price per Ordinary Share on the date of issue of the rights, options or warrants to subscribe for or purchase Ordinary Shares or the securities convertible into or exchangeable for Ordinary Shares or the rights, options or warrants to subscribe for or purchase convertible or exchangeable securities.

          “PRICE PER SHARE” shall be defined and determined according to the following formula:

P	=	R
		N

WHERE

P = Price Per Share

and R and N have the meanings assigned above.

          If the Guarantor shall issue rights, options, warrants or convertible or exchangeable securities for a consideration consisting, in whole or in part, of property other than cash, the amount of such consideration shall be determined in good faith by the Board of Directors of the Guarantor, whose determination shall be conclusive and evidenced by a resolution of its Board of Directors filed with the Trustee.

          The adjustment shall be made successively whenever any such rights, options, warrants or convertible or exchangeable securities are issued and shall become effective immediately after the date of issue of such shares, rights, options, warrants or convertible or exchangeable securities.

          To the extent that such rights, options or warrants expire unexercised or to the extent any convertible or exchangeable securities are redeemed by the Guarantor or otherwise cease to be convertible or exchangeable into Ordinary Shares, the conversion price shall be

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readjusted to the conversion price which would then be in effect had the adjustment made upon the date of issuance of such rights, options, warrants or convertible or exchangeable securities been made upon the basis of the issuance of rights, options or warrants to subscribe for or purchase only the number of Ordinary Shares as to which such rights, options or warrants were actually exercised and the number of Ordinary Shares that were actually issued upon the conversion or exchange of the convertible or exchangeable securities.

10.08 ADJUSTMENT FOR OTHER DISTRIBUTIONS.

     If the Guarantor distributes to all holders of its Ordinary Shares, as such, any of its assets or debt securities or any rights or warrants to purchase assets or debt securities of the Guarantor which assets, debt securities, rights or warrants have an aggregate fair market value on the date such distribution is declared in excess of the “PERMITTED DIVIDEND AMOUNT” (as defined below), the conversion price shall be adjusted in accordance with the formula:

AP = CP x (O X M) -F
                    (O x M)

where:

AP	=	the adjusted conversion price.
CP	=	the then current conversion price.
O	=	the number of Ordinary Shares outstanding on the record date mentioned below.
M	=	the Current Market Price per Ordinary Shares on the record date mentioned below.
F	=	the amount by which the fair market value on the date the distribution is declared of the assets, securities, rights or warrants distributed exceeds the permitted dividend amount. The Board of Directors of the Guarantor shall make all determinations of the fair market value in connection with all distributions and dividends.

          The adjustment shall become effective immediately after the record date for the determination of holders of Ordinary Shares entitled to receive the distribution.

          The “PERMITTED DIVIDEND AMOUNT” on any date shall be an amount equal to (i) 10% of the current market capitalization of the Guarantor (the product of the Current Market Price of the Ordinary Shares and the number of Ordinary Shares outstanding as of any particular date) minus (ii) the aggregate of the value of all dividends or distributions (other than dividends or distributions referred to in SECTION 10.06 or 10.07) made to holders of Ordinary Shares during the twelve month period ending on such date, provided that with respect to any amount of a distribution not paid out of retained earnings, the permitted dividend amount shall be

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zero, unless the dividend is paid out of consolidated net income or in the form of Ordinary Shares. This SECTION 10.08 does not apply to reclassifications or distributions referred to in SECTION 10.06 or distributions referred to in SECTION 10.07.

10.09 VOLUNTARY ADJUSTMENT.

          The Guarantor at any time may reduce the conversion price, temporarily or otherwise, by any amount but in no event to an amount less than the par value of the Ordinary Shares at the time such reduction is made. Such reduced conversion price shall remain in effect for so long as required under applicable law and shall be irrevocable during such period.

          The Guarantor reserves the right to make such reductions in the conversion price in addition to those required in the foregoing provisions as the Guarantor in its discretion shall determine to be advisable in order that certain stock-related distributions hereafter made by the Guarantor to holders of its Ordinary Shares shall not be taxable.

10.10 CURRENT MARKET PRICE.

          In SECTIONS 10.07 and 10.08, the “Current Market Price” of an Ordinary Share shall mean the average of the daily Trading Prices per ADR for the 30 consecutive Trading Days commencing 45 Trading Days before the date in question, minus the fair market value (as determined in good faith by the Board of Directors of the Guarantor) per ADR of any property (cash or otherwise) then held by the ADR Depositary on behalf of the existing ADR holders, with the resulting value divided by the number of Ordinary Shares represented by each ADR; provided, however, that if the “ex” date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the conversion price pursuant to SECTION 10.07 or 10.08 occurs during such 30 consecutive Trading Days, “Current Market Price” shall be calculated for such period in a manner determined in good faith by the Board of Directors of the Guarantor to reflect the impact of such event on the Trading Prices of the Ordinary Shares during such period. For purposes hereof, the term “ex” date, when used with respect to any issuance or distribution, means the first date on which the ADRs trade regular way on the relevant exchange or in the relevant market from which the Trading Price was obtained without the right to receive such issuance or distribution.

          Notwithstanding the foregoing, whenever successive adjustments to the conversion price are called for pursuant to SECTION 10.07 or 10.08, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of such Sections and to avoid unjust or inequitable results as determined in good faith by the Board of Directors of the Guarantor.

10.11 WHEN ADJUSTMENT MAY BE DEFERRED; OTHER ADJUSTMENT PROVISIONS.

          No adjustment in the conversion rate or conversion price will be made unless such adjustment would require a change of at least 1% in the conversion rate; PROVIDED, HOWEVER, that any adjustment that would otherwise be required to be made shall be carried forward and taken` into account in any subsequent adjustment.

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          All calculations under this ARTICLE X shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

          No adjustment need be made for a change in the par value or no par value of the Ordinary Shares.

          For purposes of the adjustment provisions of this Article X, the number of Ordinary Shares at any time outstanding shall not include shares held in the treasury of the Guarantor but shall include shares issuable in respect of certificates issued in lieu of fractions of Ordinary Shares.

10.12 WHEN NO ADJUSTMENT REQUIRED.

          Except as set forth in SECTION 10.07, the conversion rate and the conversion price will not be adjusted for the issuance of Ordinary Shares or any securities convertible into or exchangeable for Ordinary Shares, or carrying the right to purchase any of the foregoing.

          No adjustment will be required for rights to purchase Ordinary Shares pursuant to any plan of the Company for reinvestment of dividends or interest, or for a change in the par value of the Ordinary Shares.

          To the extent that Securities become convertible into cash, no adjustment will be required thereafter as to cash.

10.13 CHANGE IN SHARES REPRESENTED BY ADRs.

          The initial conversion rate reflects that as of the date of this Supplemental Indenture, each ADR represents one Ordinary Share. If the number of Ordinary Shares represented by each ADR changes, the conversion rate will be adjusted proportionately.

10.14 NOTICE OF ADJUSTMENT.

          Whenever the conversion rate and conversion price are adjusted, the Guarantor shall promptly mail to Securityholders a notice of the adjustment. The Guarantor shall file with the Trustee an Officers’ Certificate of the Guarantor or a certificate from the Guarantor’s independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct, absent manifest error.

10.15 NOTICE OF CERTAIN TRANSACTIONS.

          If:

               (i) the Guarantor proposes to take any action that would require an adjustment in the conversion rate and conversion price;

               (ii) the Guarantor proposes to take any action that would require a supplemental indenture pursuant to SECTION 10.16; or

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               (iii) there is a proposed liquidation, winding up or dissolution of the Company or the Guarantor,

the Guarantor shall mail to Securityholders a notice stating the proposed record date for a dividend or distribution or the proposed effective date of a subdivision, combination, reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Guarantor shall mail the notice at least 10 days before such date. Failure to mail the notice or any defect in it shall not affect the validity of the transaction.

10.16 REORGANIZATION OF THE GUARANTOR.

          If the Guarantor is a party to a transaction subject to SECTION 5.1 of the Supplemental Indenture or a merger which reclassifies or changes its outstanding Ordinary Shares, the successor corporation shall enter into a supplemental indenture.

          The supplemental indenture shall provide that the Holder of a Security may convert it into the kind and amount of securities, cash or other assets which it would have owned immediately after the consolidation, merger, transfer or lease if it had converted the Security immediately before the effective date of the transaction. The supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this ARTICLE X. The successor corporation shall mail to Securityholders a notice briefly describing the supplemental indenture.

          If this Section applies, SECTION 10.06 does not apply.

10.17 COMPANY OR GUARANTOR DETERMINATION FINAL.

          Any determination that the Board of Directors of the Company or the Guarantor must make pursuant to this Article is conclusive, absent manifest error.

10.18 TRUSTEE’S DISCLAIMER.

          The Trustee has no duty to determine when an adjustment under this ARTICLE X or under the terms of the Securities should be made, how it should be made or what it should be. Such information shall be timely provided to the Trustee in an Officer’s Certificate of the Company or the Guarantor. The Trustee has no duty to determine whether any provisions of a supplemental indenture under SECTION 10.16 are correct. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities. The Trustee shall not be responsible for the failure of the Company or the Guarantor to comply with this Article. Each Conversion Agent other than the Company shall have the same protection under this SECTION 10.18 as the Trustee.”

               Section 3.5 Amendments to Article XII.

          (a) Sections 12.02 and 12.03 of the Original Indenture are amended to read in their entirety as follows:

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“12.02 NOTICES.

          Any notice or communication by the Company, the Guarantor or the Trustee to any of the others is duly given if writing and delivered in person, mailed by first-class mail or by express delivery to the other’s address stated in this SECTION 12.02. The Company, the Guarantor or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications.

          Any notice or communication to a Securityholder shall be mailed to its address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders.

          If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

          If the Company or the Guarantor mails a notice or communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time.

          All notices or communications shall be in writing.

          The Company’s address is:

IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137
Attention: President

with copies to the
Guarantor as provided below;

The Guarantor’s address is:

Teva Pharmaceutical Industries Limited
5 Basel Street
P.O. Box 3190
Petach Tikva 49131
Israel
Attn: General Counsel
Fax: 972.3.926.7429 and
Attn: Chief Financial Officer
Fax: 972.2.589.2839

with copies to:

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

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Attn: Peter H. Jakes
Fax: (212) 728-9230

The Trustee’s address is:

U.S. Bank National Association
180 East 5^th Street
St. Paul, Minnesota 55101
Attention: Richard Prokosch, Corporate Finance

12.03 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

          Securityholders may communicate pursuant to TIA ss. 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Guarantor, the Trustee, the Registrar and anyone else shall have the protection of TIA ss. 312(c).”

          (b) Section 12.04 of the Original Indenture is amended by (i) adding the words “or the Guarantor” after the words “the Company” the first time such words appear in such Section and (ii) adding the words “or the Guarantor, as the case may be,” after the words “the Company” the second time such words appear in such Section.

ARTICLE 4

AMENDMENTS TO FORM OF SECURITY

               Section 4.1 Amendments to Form of Security.

          The form of Security set forth in Exhibit A to the Original Indenture is amended to read in its entirety as set forth in Exhibit A to this Supplemental Indenture.

ARTICLE 5

MERGER, ETC. OF GUARANTOR

               Section 5.1 Merger, etc.

          The Guarantor shall not consolidate with or merge into, or transfer or lease all or substantially all of its assets to, another Person unless such other Person assumes by supplemental indenture all of the obligations of the Guarantor under the Indenture, and immediately after giving effect to the transaction no Default or Event of Default shall exist.

          The Guarantor shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate of the Guarantor to the foregoing effect and an Opinion of Counsel, which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default, stating that the proposed transaction and such supplemental indenture will, upon consummation of the proposed transaction, comply with the Indenture.

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               Section 5.2 Successor Substituted.

          Upon any consolidation or merger or transfer or lease of all or substantially all of the assets of the Guarantor in accordance with Section 5.1, the successor Person formed by such consolidation or into which the Guarantor is merged or to which such transfer or lease is made shall succeed to, and, except in the case of a lease, be substituted for and may exercise every right and power of, and shall assume every duty and obligation of, the Guarantor under the Indenture with the same effect as if such successor had been named as the Guarantor herein. When the successor assume all obligations of the Guarantor hereunder, except in the case of a lease, all obligations of the predecessor shall terminate.

ARTICLE 6

ADDITIONAL COVENANTS

               Section 6.1 Corporate Existence.

          Subject to Article 5, the Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence in accordance with its organizational documents and the rights (charter and statutory), licenses and franchises of the Guarantor; provided, however, that the Guarantor shall not be required to preserve any such right, license or franchise if in the judgment of its Board of Directors (i) such preservation or existence is not material to the conduct of business of the Guarantor and (ii) the loss of such right, license or franchise does not have a material adverse impact on the Holders.

               Section 6.2 Certificates of the Guarantor.

          The Guarantor shall deliver to the Trustee within 120 days after the end of each fiscal year of the Guarantor an Officers’ Certificate of the Guarantor stating whether or not the signers know of any Default or Event of Default by the Guarantor in performing any of its obligations under the Indenture or the Securities. If they do know of any such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status.

               Section 6.3 Reports by the Guarantor.

          The Guarantor shall deliver to the Trustee, within 15 days after the Guarantor is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports, if any, that the Guarantor is required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor’s compliance with any of the covenants in the Indenture (as to which the Trustee is entitled to rely conclusively on Officers’ Certificates of the Company or the Guarantor).

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ARTICLE 7

MISCELLANEOUS PROVISIONS

               Section 7.1 Provisions of Supplemental Indenture for the Sole Benefit of Parties and Holders of Securities.

          Nothing in this Supplemental Indenture, expressed or implied, shall give or be construed to give to any Person, other than the parties hereto and their successors and the Holders of the Securities, any legal or equitable right, remedy or claim under this Supplemental Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities.

               Section 7.2 Incorporators, Shareholders, Members, Officers and Directors Exempt from Individual Liability.

          No recourse under or upon any obligation, covenant or agreement contained in the Indenture, this Supplemental Indenture or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or future shareholder (except in a shareholder’s corporate capacity as Guarantor), member, officer or director, as such, of the Guarantor or any of successor, either directly or through the Company or the Guarantor, as the case may be, or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Guarantee by the Holders and as part of the consideration for the delivery of the Guarantee.

               Section 7.3 Successors and Assigns of Company and Guarantor Bound by Supplemental Indenture.

          All the covenants, stipulations, promises and agreements in this Supplemental Indenture contained by or on behalf of the Company shall bind its successors whether so expressed or not. All the covenants, stipulations, promises and agreements in this Supplemental Indenture contained by or on behalf of the Guarantor shall bind its successors and assigns, whether so expressed or not.

               Section 7.4 Conflict of any Provisions of Supplemental Indenture with Trust Indenture Act of 1939.

          If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision included in the Indenture or this Supplemental Indenture by operation of Sections 310 to 317, inclusive, of the TIA (an “incorporated provision”), such incorporated provision shall control.

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               Section 7.5 Governing Law.

          The laws of the State of New York, including without limitation Section 5-1401 of the General Obligations Law, but otherwise without regard to principles of conflicts of law, shall govern this Supplemental Indenture (including the Guarantee).

               Section 7.6 Counterparts.

          This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

               Section 7.7 Submission to Jurisdiction.

          The Guarantor agrees that any legal suit, action or proceeding arising out of or based upon the Indenture or this Supplemental Indenture may be instituted in any federal or state court sitting in New York City, and, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and irrevocably submits to the jurisdiction of such court in any suit, action or proceeding. The Guarantor, as long as any of the Securities remain outstanding or the Guarantor has any obligation under the Indenture, shall have an authorized agent (the “Authorized Agent”) in the United States upon whom process may be served in any such legal action or proceeding. Service of process upon such agent and written notice of such service mailed or delivered to it shall to the extent permitted by law be deemed in every respect effective service of process upon it in any such legal action or proceeding and, if it fails to maintain such agent, any such process or summons may be served by mailing a copy thereof by registered mail, or a form of mail substantially equivalent thereto, addressed to it at its address as provided for notices hereunder. The Guarantor each hereby appoints Teva Pharmaceuticals USA, Inc. (1090 Horsham Road North Wales, PA 19454) as its agent for such purposes and covenants and agrees that service of process in any legal action or proceeding may be made upon it at such office of such agent.

               Section 7.8 Incorporation of Supplemental Indenture; Ratification.

          This Supplemental Indenture shall be construed as and shall be supplemental to, and shall form a part of, the Original Indenture. Except as amended hereby, the Original Indenture is hereby ratified, approved and confirmed in all respects.

               Section 7.9 Effectiveness.

          The provisions of this Supplemental Indenture shall be effective upon the effectiveness of the Merger pursuant to the Merger Agreement.

21

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

Ivax Corporation, as Issuer
By /s/ William Marth
Name:	William Marth
Title:	Executive Vice President
Teva Pharmaceutical Industries Limited, as Guarantor
By /s/ Dan S. Suesskind
Name:	Dan S. Suesskind
Title:	Chief Financial Officer
By /s/ Yossi Levin
Name:	Yossi Levin
Title:	Corporate Treasurer
U.S. Bank National Association, as Trustee
By /s/ Richard Prokosch
Name:	Richard Prokosch
Title:	Vice President

22

EXHIBIT A

Form of 4 1/2% Convertible Senior Subordinated Notes due 2008

[Face of Security]

IVAX CORPORATION

[INSERT PRIVATE PLACEMENT LEGEND AND GLOBAL SECURITY LEGEND AS REQUIRED]

4 1/2% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2008

CUSIP NO. ____________

Payment of Principal and Interest Unconditionally Guaranteed by

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

          IVAX CORPORATION, a Florida corporation (herein called the “COMPANY”), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of __________________ Dollars ($_______________) on May 15, 2008, and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest is paid or duly provided for. The right to payment of the principal and all other amounts due with respect hereto is subordinated to the rights of Senior Indebtedness as set forth in the Indenture referred to on the reverse side hereof.

          Interest Payment Dates: May 15 and November 15, with the first payment to be made on November 15, 2001.

          Record Dates: May 1 and November 1.

          The provisions on the back of this certificate are incorporated as if set forth on the face hereof.

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          IN WITNESS WHEREOF, IVAX CORPORATION has caused this instrument to be duly signed.

IVAX CORPORATION
By:	/s/
	Name:
	Title:

Dated: January __, 2006

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred
to in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/
	Authorized Signatory

Dated: January __, 2006

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[FORM OF GUARANTEE]

     Teva Pharmaceutical Industries Limited (the “Guarantor”) hereby unconditionally and irrevocably guarantees the Holder of this Note the full and punctual payment of the principal of and interest on this Note, when and as the same shall become due and payable, whether at maturity or upon redemption or acceleration or otherwise, and all other monetary obligations of the Company under the Indenture and this Note, including obligations in respect of any Repurchase Price, in each case according to the terms of this Note and of the Indenture. The Guarantor agrees that in the case of default by the Company in the payment of any such principal, interest or other obligations, the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of this Note, any modification of this Note, any invalidity, irregularity or unenforceability of this Note or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect hereto or thereto by the Holder of this Note or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Note or the indebtedness evidenced hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Note except by payment in full of the principal of, interest and other amounts payable with respect to this Note pursuant to this Note or the Indenture.

     For so long as any Notes are outstanding, the Guarantor will guarantee the delivery of the Cash Conversion Consideration by the Company and the ADRs issuable upon conversion of the Notes pursuant to the terms of the Supplemental Indenture and the Notes.

     This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on this Note, in whole or in part, is rescinded or must otherwise be restored to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Company or otherwise.

     The Guarantor shall be subrogated to all rights of the Holders against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment in the nature of contribution or for any other reason from any other obligor with respect to such payment, in each case, until the principal of and interest on this Note shall have been paid in full.

     Any term or provision of the Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of this Guarantee shall not exceed the maximum amount that can be hereby guaranteed without rendering this Guarantee voidable

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under applicable law relating to fraudulent conveyances or fraudulent transfers or similar laws affecting the rights of creditors generally.

     This Guarantee shall not be valid or become obligatory for any purpose with respect to this Note until the certificate of authentication on this Note, or on any predecessor Note, shall have been signed by the Trustee.

     This Guarantee shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of law thereof.

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     IN WITNESS WHEREOF, Teva Pharmaceutical Industries Limited has caused this Guarantee to be signed manually or by facsimile by its duly authorized officers.

TEVA PHARMACEUTICAL INDUSTRIES LIMITED
By:	/s/
	Name:
	Title:
By:	/s/
	Name:
	Title:

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[REVERSE OF SECURITY]

IVAX CORPORATION

4 1/2% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2008

Payment of Principal and Interest Unconditionally Guaranteed by

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

     1. INTEREST. IVAX CORPORATION, a Florida corporation (the “COMPANY”), promises to pay interest on the principal amount of this Security at the rate PER ANNUM shown above. The Company will pay interest semi-annually on May 15 and November 15 of each year, with the first payment to be made on November 15, 2001. Interest on the Securities will accrue on the principal amount from the most recent date to which interest has been paid or, if no interest has been paid, from May 4, 2001. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

     2. MATURITY. The Notes will mature on May 15, 2008.

     3. METHOD OF PAYMENT. The Company will pay interest on the Securities (except defaulted interest) to the persons who are registered Holders of Securities at the close of business on the record date set forth on the face of this Security next preceding the applicable interest payment date. Holders must surrender Securities to a Paying Agent to collect the principal, Redemption Price or Repurchase Price of the Securities. The Company will pay all amounts due with respect to the Securities in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may pay all amounts due with respect to the Securities by check payable in such money. It may mail an interest check to a Holder’s registered address.

     4. PAYING AGENT, REGISTRAR, CONVERSION AGENT. Initially, U.S. Bank National Association (the “Trustee”) will act as Paying Agent, Registrar and Conversion Agent. The Company may change any Paying Agent, Registrar or Conversion Agent without notice. The Company may act in any such capacity.

     5. INDENTURE. The Company issued the Securities under an Indenture dated as of May 4, 2001 (the “Original Indenture”) between the Company and the Trustee. The Company, Teva Pharmaceutical Industries Limited and the Trustee subsequently entered into a First Supplemental Indenture on January 26, 2006 (the “Supplemental Indenture”, and together with with the Original Indenture as so amended and as it may be further amended or supplemented from time to time, the “Indenture”). The terms of the Securities include those stated in the Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code ss.ss. 77aaa-77bbbb) (the “ACT”) as in effect on the date of the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of such terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $575,000,000 aggregate principal amount ($725,000,000 if the Initial Purchaser (as defined in the Indenture) has elected to exercise its over-allotment

A-6

option to purchase an additional $150,000,000 of the Securities), except as otherwise provided in the Indenture (except for Securities issued in substitution for destroyed, mutilated, lost or stolen Securities). Terms used herein which are defined in the Indenture have the meanings assigned to them in the Indenture.

     6. OPTIONAL REDEMPTION. The Securities will be redeemable prior to maturity at the option of the Company, in whole or in part, at any time on or after May 29, 2004, at the following redemption prices (expressed as percentages of the principal amount thereof), if redeemed during the periods commencing on the dates set forth below, in each case together with accrued and unpaid interest to the redemption date:

	Redemption
Date	Price
May 29, 2004		102.571	%
May 16, 2005		101.929	%
May 16, 2006		101.286	%
May 16, 2007 through May 14, 2008 inclusive		100.643	%

     7. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address. Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in whole multiples of $1,000 principal amount. On and after the redemption date interest ceases to accrue on Securities or portions of them called for redemption.

     8. REPURCHASE AT OPTION OF HOLDER. In the event of a Change in Control with respect to the Company, then each Holder of the Securities shall have the right, at the Holder’s option, subject to the rights of the holders of Senior Indebtedness under ARTICLE XI of the Indenture, to require the Company to repurchase such Holder’s Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof on a business day (the “REPURCHASE DATE”) that is 45 days after the date of the Company Notice, unless otherwise required by applicable law, at a price equal to 100% of the outstanding principal amount of such Security, plus accrued and unpaid interest to the Repurchase Date.

          Within 30 days after the occurrence of the Change in Control, the Company is obligated to give notice of the occurrence of such Change in Control to each Holder. Such notice shall include, among other things, the date by which Holder must notify the Company of such Holder’s intention to exercise the Repurchase Right and of the procedure which such Holder must follow to exercise such right. To exercise the Repurchase Right, a Holder of Securities must deliver on or before the 30th day after the date of the Company Notice irrevocable written notice to the Company (or an agent designated by the Company for such purpose) and the Trustee of the Holder’s exercise of such right together with the Securities with respect to which the right is being exercised, duly endorsed for transfer. In the event any Holder exercises its

A-7

Repurchase Right, such Holder’s conversion right will terminate upon receipt of the written notice of exercise of such Repurchase Right.

A “CHANGE IN CONTROL” of the Company means

               (i) the acquisition by any person, entity or “group” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding, for this purpose, the Company and its subsidiaries, any employee benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company and any current affiliate of the Company whose beneficial ownership does not in the future exceed 45% of the Company’s outstanding Common Stock), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of shares of Common Stock sufficient to elect a majority of directors;

               (ii) persons who, as of May 4, 2001, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any person becoming a director subsequent to such date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such person were a member of the Incumbent Board;

               (iii) approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, beneficially own shares sufficient to elect a majority of directors in the election of directors of the reorganized, merged or consolidated company, or

               (iv) a liquidation or dissolution of the Company (other than pursuant to the United States Bankruptcy Code) or the conveyance, transfer or leasing of all or substantially all of the assets of the Company to any person.

     9. CONVERSION. A Holder may convert his or her Security into cash and ADRs at any time prior to the close of business on May 15, 2008, or (x) if the Security is called for redemption by the Company, the Holder may convert it at any time before the close of business on the date that is five business days before the date fixed for such redemption, or (y) if the Security is to be repurchased by the Company pursuant to PARAGRAPH 8 hereof, the Holder may convert it at any time before the Company receives the Option of Holder To Elect Purchase Notice. For each $1,000 principal amount of Securities, (i) the amount of cash so payable upon conversion (the “Cash Conversion Consideration”) shall be $405.74 and (ii) the number of ADRs issuable upon conversion (the “conversion rate”) as of the effective date of the Supplemental Indenture shall equal the product of (x) 0.42355 and (y) the quotient (the “initial conversion rate”) obtained by dividing $1,000 by the initial conversion price of $32.04 per share. The Cash Conversion Consideration is payable without interest, the number of ADRs issuable upon conversion shall be rounded to the nearest 1/100^th of an ADR, and the Company will deliver

A-8

Cash in lieu of any fractional ADR. The Cash Conversion Consideration and the conversion rate take into account any adjustments (i) pursuant to the Merger and (ii) occurring prior to the date hereof. On conversion no payment or adjustment for any unpaid and accrued interest, or liquidated damages with respect to, the Securities will be made. If a Holder surrenders a Security for conversion between the record date for the payment of interest and the next interest payment date, such Security, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest thereon which the registered Holder on such record date is to receive.

          To convert a Security a Holder must (1) complete and sign the Conversion Notice, with appropriate signature guarantee, on the back of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, (4) pay the amount of interest, if any, the Holder may be paid as provided in the last sentence of the above paragraph and (5) pay any transfer or similar tax if required. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or a whole multiple of $1,000 principal amount.

          Any ADRs issued upon conversion of a Security shall bear the Private Placement Legend until after the second anniversary of the later of the issue date for the Securities and the last date on which the Company or any Affiliate of the Company was the owner of such ADRs or the Security (or any predecessor security) from which such ADRs were converted (or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder) (or such longer period of time as may be required under the Securities Act or applicable state securities laws in the Opinion of Counsel for the Company, unless otherwise agreed by the Company and the Holder thereof).

     10. SUBORDINATION. The Securities are subordinated in right of payment, in the manner and to the extent set forth in the Indenture, to the prior payment in full of all Senior Indebtedness. Each Holder by accepting a Security agrees to such subordination and authorizes the Trustee to give it effect.

     11. PROHIBITION ON INCURRENCE OF LAYERED INDEBTEDNESS. The Company shall not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is both (a) subordinate or junior in right of payment to any Senior Indebtedness and (b) senior in any respect in right of payment to the Securities.

     12. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered form without coupons in denominations of $1,000 principal amount and whole multiples of $1,000 principal amount. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Registrar need not exchange or register the transfer of any Security selected for redemption in whole or in part. Also, it need not exchange or register the transfer of any Securities for a period of 15 days before the mailing of a notice of redemption of the Securities selected to be redeemed.

A-9

     13. PERSONS DEEMED OWNERS. The registered Holder of a Security may be treated as the owner of such Security for all purposes.

     14. MERGER OR CONSOLIDATION. The Company shall not consolidate with, or merge into, or transfer or lease all or substantially all of its assets to, any person unless the person is a corporation, limited liability company or other entity organized under the laws of the United States, any State thereof or the District of Columbia and such person assumes by supplemental indenture all the obligations of the Company under the Securities and the Indenture and immediately after giving effect to the transaction no Default or Event of Default exists.

          Notwithstanding the foregoing, any subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any other subsidiary or subsidiaries of the Company.

     15. AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding, and any existing Default or Event of Default may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding. Without notice to or the consent of any Securityholder, the Indenture or the Securities may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for uncertificated Securities in addition to certificated Securities, to comply with SECTIONS 5.01 AND 10.15 of the Original Indenture or to make any change that does not adversely affect the rights of any Securityholder.

     16. DEFAULTS AND REMEDIES. An Event of Default includes: (i) default in payment of principal at maturity, upon redemption or exercise of a Repurchase Right or otherwise, or failure by the Guarantor to make a payment required under the Guarantee; (ii) default for 30 days in payment of interest or other amounts due; (iii) failure by the Company or the Guarantor for 60 days after notice to it to comply with any of its other agreements in the Indenture or the Securities; and (iv) certain events of bankruptcy or insolvency of the Company or the Guarantor. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable immediately, except as provided in the Indenture. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment) if it determines that withholding notice is in the interests of the Securityholders. The Company must furnish an annual compliance certificate to the Trustee.

     17. REGISTRATION RIGHTS. The Holders are entitled to shelf registration rights as set forth in the Registration Rights Agreement (as defined in the Indenture). The Holders shall be entitled to receive liquidated damages in certain circumstances, all as set forth in the Registration Rights Agreement.

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     18. TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.

     19. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee or shareholder, as such, of the Company shall have any liability for any obligations of the Company under the Securities or the Indenture, or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. No recourse under or upon any obligation, covenant or agreement contained in the Indenture or the Securities, or because of any indebtedness evidenced thereby, shall be had against any shareholder (except in a shareholder’s corporate capacity as Guarantor), member, officer or director, as such, of the Guarantor, all such liability being expressly waived and released by the acceptance of the Guarantee by the Holder of this Security and as part of the consideration for the delivery of the Guarantee.

     20. AUTHENTICATION. This Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

     21. ABBREVIATIONS. Customary abbreviations may be used in the name of a Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors Act).

          THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE ORIGINAL INDENTURE OR SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE TO:

IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137

Attention: Secretary

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[FORM OF ASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER

(please print or type name and address)

the within Security and all rights thereunder, and hereby irrevocably
constitutes and appoints

attorney to transfer the Security on the books of the Company with full power of
substitution in the premises.

Dated:____________________________________________	_______________________________________________________
	NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.

Signature Guarantee:

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CONVERSION NOTICE

To convert this Security into cash and ADRs of the Guarantor, check the box: o

To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000):

$______________

If you want the ADR certificate made out in another person’s name, fill in the form below:

(Insert other person’s soc. sec. or tax I.D. no.)

(Print or type other person’s name, address and zip code)

Dated: ____________________________________	Signature(s):
	(Sign exactly as your name(s) appear(s) on the other side of this Security)
Signature(s) guaranteed by:	__________________________________________________
	(All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.)

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OPTION OF HOLDER TO ELECT PURCHASE NOTICE

     If you want to elect to have this Security purchased by the Company pursuant to SECTION 3.07 of the Indenture, check the box: o

     If you want to elect to have only part of this Security purchased by the Company pursuant to SECTION 3.07 of the Indenture, state the principal amount:

	$ _______________________________________________________________________
	(in an integral multiple of $1,000)
Dated:_________________________________	Signature(s):
	(Sign exactly as your name(s) appear(s) on the other side of this Security)
Signature(s) guaranteed by:	___________________________________________________________________________
	(All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.)

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EX-99.(D)(3)

Exhibit (d)(3)

IVAX CORPORATION,
as Issuer

TEVA PHARMACEUTICAL INDUSTRIES LIMITED,
as Guarantor

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of January 26, 2006

4¹/2% Convertible Senior Subordinated Notes Due 2008

TABLE OF CONTENTS

	Page
ARTICLE 1		2
Section 1.1 Assumption of Obligations		2
Section 1.2 Representation		2
ARTICLE 2 AMENDMENTS TO FORM OF SECURITY		2
Section 2.1 Amendments to Form of Security		2
ARTICLE 3 MISCELLANEOUS PROVISIONS		2
Section 3.1 Provisions of Supplemental Indenture for the Sole Benefit of Parties and Holders of Securities		2
Section 3.2 Incorporators, Shareholders, Members, Officers and Directors Exempt from Individual Liability		2
Section 3.3 Successors and Assigns of Company and Guarantor Bound by Supplemental Indenture		3
Section 3.4 Conflict of any Provisions of Supplemental Indenture with Trust Indenture Act of 1939		3
Section 3.5 Governing Law		3
Section 3.6 Counterparts		3
Section 3.7 Submission to Jurisdiction		3
Section 3.8 Incorporation of Supplemental Indenture; Ratification		4
Section 3.9 Effectiveness		4
EXHIBIT A — Form of Security

          i          

          SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 26, 2006 by and among IVAX CORPORATION, a Florida corporation (the “Company”), TEVA PHARMACEUTICAL INDUSTRIES LIMITED, a corporation incorporated under the laws of Israel (the “Guarantor”), Ivory Acquisition Sub II, Inc., a Florida corporation and a wholly owned subsidiary of the Guarantor (“Sister Subsidiary”), 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, IVAX Corporation, a Florida corporation (“IVAX”), executed and delivered to the Trustee an Indenture dated as of May 4, 2001, as amended by a First Supplemental Indenture dated as of January 26, 2006, (such Indenture, as so amended, the “Original Indenture”) and by this Supplemental Indenture and as it may be further amended or supplemented from time to time (together with the Original Indenture, the “Indenture”), providing for the issuance of the 4¹/2% Convertible Senior Subordinated Notes Due 2008 of IVAX, as amended or supplemented from time to time (the “Securities”);

          WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of July 25, 2005 (the “Merger Agreement”), among IVAX, the Guarantor, Ivory Acquisition Sub, Inc., a Florida corporation (“Merger Sub”), and Ivory Acquisition Sub II, Inc., a Florida corporation (“Merger Sub II”), Merger Sub, concurrently with the effectiveness of such First Supplemental Indenture, merged with and into IVAX, with IVAX continuing as the surviving corporation (the “Merger”);

          WHEREAS, pursuant to the Merger Agreement, IVAX, subsequent to the Merger and concurrently with the effectiveness of this Supplemental Indenture, is merging with and into Merger Sub II, with Merger Sub II continuing as the surviving corporation (the “Subsequent Merger”);

          WHEREAS, upon the effectiveness of the Subsequent Merger, Merger Sub II is changing its name to “IVAX Corporation”;

          WHEREAS, as a result of the Subsequent Merger, the Company desires to execute and deliver this Supplemental Indenture as required by Section 5.01 of the Original Indenture to provide for the assumption of all of the obligations of IVAX under the Securities and the Indenture;

          WHEREAS, the Guarantor desires to confirm its Guarantee, as provided in the Indenture, of the obligations so being assumed by the Company; and

          WHEREAS, the Company and the Guarantor have requested that the Trustee execute and deliver this Supplemental Indenture, and all things necessary have been done to make this Supplemental Indenture a valid instrument in accordance with its terms, and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects;

          NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

     For and in consideration of the premises and the mutual covenants and agreements herein set forth, the Company, the Guarantor and the Trustee hereby covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Securities as follows:

ARTICLE 1

ASSUMPTION

               Section 1.1 Assumption of Obligations.

          Sister Subsidiary assumes all of the obligations of IVAX under the Securities and the Indenture. Sister Subsidiary shall succeed to and be substituted for, and may exercise every right and power of, IVAX under the Indenture with the same effect as if Sister Subsidiary had been named as the “the Company” in the Original Indenture.

               Section 1.2 Representation.

          The Company represents to the Trustee that, after giving effect to the Subsequent Merger and the transactions provided for herein, no Default has occurred and is continuing.

ARTICLE 2

AMENDMENTS TO FORM OF SECURITY

               Section 2.1 Amendments to Form of Security.

          The form of Security set forth in Exhibit A to the Original Indenture is amended to read in its entirety as set forth in Exhibit A to this Supplemental Indenture.

ARTICLE 3

MISCELLANEOUS PROVISIONS

               Section 3.1 Provisions of Supplemental Indenture for the Sole Benefit of Parties and Holders of Securities.

          Nothing in this Supplemental Indenture, expressed or implied, shall give or be construed to give to any Person, other than the parties hereto and their successors and the Holders of the Securities, any legal or equitable right, remedy or claim under this Supplemental Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities.

               Section 3.2 Incorporators, Shareholders, Members, Officers and Directors Exempt from Individual Liability.

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          No recourse under or upon any obligation, covenant or agreement contained in the Indenture, this Supplemental Indenture or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or future shareholder (except in a shareholder’s corporate capacity as Guarantor), member, officer or director, as such, of the Guarantor or any of successor, either directly or through the Company or the Guarantor, as the case may be, or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Guarantee by the Holders and as part of the consideration for the delivery of the Guarantee.

               Section 3.3 Successors and Assigns of Company and Guarantor Bound by Supplemental Indenture.

          All the covenants, stipulations, promises and agreements in this Supplemental Indenture contained by or on behalf of the Company shall bind its successors whether so expressed or not. All the covenants, stipulations, promises and agreements in this Supplemental Indenture contained by or on behalf of the Guarantor shall bind its successors and assigns, whether so expressed or not.

               Section 3.4 Conflict of any Provisions of Supplemental Indenture with Trust Indenture Act of 1939.

          If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision included in the Indenture or this Supplemental Indenture by operation of Sections 310 to 317, inclusive, of the TIA (an “incorporated provision”), such incorporated provision shall control.

               Section 3.5 Governing Law.

          The laws of the State of New York, including without limitation Section 5-1401 of the General Obligations Law, but otherwise without regard to principles of conflicts of law, shall govern this Supplemental Indenture.

               Section 3.6 Counterparts.

          This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

               Section 3.7 Submission to Jurisdiction.

          The Guarantor agrees that any legal suit, action or proceeding arising out of or based upon the Indenture or this Supplemental Indenture may be instituted in any federal or state court sitting in New York City, and, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and irrevocably submits to the jurisdiction of such court in any suit, action or proceeding. The Guarantor, as long as any of the Securities remain outstanding or the Guarantor has any

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obligation under the Indenture, shall have an authorized agent (the “Authorized Agent”) in the United States upon whom process may be served in any such legal action or proceeding. Service of process upon such agent and written notice of such service mailed or delivered to it shall to the extent permitted by law be deemed in every respect effective service of process upon it in any such legal action or proceeding and, if it fails to maintain such agent, any such process or summons may be served by mailing a copy thereof by registered mail, or a form of mail substantially equivalent thereto, addressed to it at its address as provided for notices hereunder. The Guarantor each hereby appoints Teva Pharmaceuticals USA, Inc. (1090 Horsham Road North Wales, PA 19454) as its agent for such purposes and covenants and agrees that service of process in any legal action or proceeding may be made upon it at such office of such agent.

               Section 3.8 Incorporation of Supplemental Indenture; Ratification.

          This Supplemental Indenture shall be construed as and shall be supplemental to, and shall form a part of, the Original Indenture. Except as amended hereby, the Original Indenture is hereby ratified, approved and confirmed in all respects.

               Section 3.9 Effectiveness.

          The provisions of this Supplemental Indenture shall be effective upon the effectiveness of the Subsequent Merger pursuant to the Merger Agreement.

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

ivax corporation as Issuer
By /s/ William Marth
Name:	William Marth
Title:	Executive Vice President
Teva Pharmaceutical Industries Limited, as Guarantor
By /s/ Dan S. Suesskind
Name:	Dan S. Suesskind
Title:	Chief Financial Officer
By /s/ Yossi Levin
Name:	Yossi Levin
Title:	Corporate Treasurer
Ivory Acquisition Sub II, Inc.
By /s/ Mark Durand
Name:	Mark Durand
Title:	Treasurer and Chief Financial Officer
U.S. Bank National Association, as Trustee
By /s/ Richard Prokosch
Name:	Richard Prokosch
Title:	Vice President

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EXHIBIT A

Form of 4 1/2% Convertible Senior Subordinated Notes due 2008

[Face of Security]

IVAX CORPORATION

[INSERT PRIVATE PLACEMENT LEGEND AND GLOBAL SECURITY LEGEND AS REQUIRED]

4 1/2% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2008

CUSIP NO. ____________

Payment of Principal and Interest Unconditionally Guaranteed by

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

     IVAX CORPORATION, a Florida corporation (herein called the “COMPANY”), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of ___________ Dollars ($___________) on May 15, 2008, and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest is paid or duly provided for. The right to payment of the principal and all other amounts due with respect hereto is subordinated to the rights of Senior Indebtedness as set forth in the Indenture referred to on the reverse side hereof.

     Interest Payment Dates: May 15 and November 15, with the first payment to be made on November 15, 2001.

     Record Dates: May 1 and November 1.

     The provisions on the back of this certificate are incorporated as if set forth on the face hereof.

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     IN WITNESS WHEREOF, IVAX CORPORATION has caused this instrument to be duly signed.

IVAX CORPORATION
 

By /s/  

Name:  

Title:  

Dated: January __, 2006

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred
to in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/
	Authorized Signatory

     Dated: January ___, 2006

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[FORM OF GUARANTEE]

     Teva Pharmaceutical Industries Limited (the “Guarantor”) hereby unconditionally and irrevocably guarantees the Holder of this Note the full and punctual payment of the principal of and interest on this Note, when and as the same shall become due and payable, whether at maturity or upon redemption or acceleration or otherwise, and all other monetary obligations of the Company under the Indenture and this Note, including obligations in respect of any Repurchase Price, in each case according to the terms of this Note and of the Indenture. The Guarantor agrees that in the case of default by the Company in the payment of any such principal, interest or other obligations, the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of this Note, any modification of this Note, any invalidity, irregularity or unenforceability of this Note or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect hereto or thereto by the Holder of this Note or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Note or the indebtedness evidenced hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Note except by payment in full of the principal of, interest and other amounts payable with respect to this Note pursuant to this Note or the Indenture.

     For so long as any Notes are outstanding, the Guarantor will guarantee the delivery of the Cash Conversion Consideration by the Company and the ADRs issuable upon conversion of the Notes pursuant to the terms of the Supplemental Indenture and the Notes.

     This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on this Note, in whole or in part, is rescinded or must otherwise be restored to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Company or otherwise.

     The Guarantor shall be subrogated to all rights of the Holders against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment in the nature of contribution or for any other reason from any other obligor with respect to such payment, in each case, until the principal of and interest on this Note shall have been paid in full.

     Any term or provision of the Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of this Guarantee shall not exceed the maximum amount that can be hereby guaranteed without rendering this Guarantee voidable

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under applicable law relating to fraudulent conveyances or fraudulent transfers or similar laws affecting the rights of creditors generally.

     This Guarantee shall not be valid or become obligatory for any purpose with respect to this Note until the certificate of authentication on this Note, or on any predecessor Note, shall have been signed by the Trustee.

     This Guarantee shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of law thereof.

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     IN WITNESS WHEREOF, Teva Pharmaceutical Industries Limited has caused this Guarantee to be signed manually or by facsimile by its duly authorized officers.

TEVA PHARMACEUTICAL
INDUSTRIES LIMITED
 

By /s/  

Name:  

Title:  

By /s/  

Name:  

Title:  

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[REVERSE OF SECURITY]

IVAX CORPORATION

4 1/2% CONVERTIBLE SENIOR SUBORDINATED NOTE DUE 2008

Payment of Principal and Interest Unconditionally Guaranteed by

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

     1. INTEREST. IVAX CORPORATION, a Florida corporation (the “COMPANY”), promises to pay interest on the principal amount of this Security at the rate PER ANNUM shown above. The Company will pay interest semi-annually on May 15 and November 15 of each year, with the first payment to be made on November 15, 2001. Interest on the Securities will accrue on the principal amount from the most recent date to which interest has been paid or, if no interest has been paid, from May 4, 2001. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

     2. MATURITY. The Notes will mature on May 15, 2008.

     3. METHOD OF PAYMENT. The Company will pay interest on the Securities (except defaulted interest) to the persons who are registered Holders of Securities at the close of business on the record date set forth on the face of this Security next preceding the applicable interest payment date. Holders must surrender Securities to a Paying Agent to collect the principal, Redemption Price or Repurchase Price of the Securities. The Company will pay all amounts due with respect to the Securities in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may pay all amounts due with respect to the Securities by check payable in such money. It may mail an interest check to a Holder’s registered address.

     4. PAYING AGENT, REGISTRAR, CONVERSION AGENT. Initially, U.S. Bank National Association (the “Trustee”) will act as Paying Agent, Registrar and Conversion Agent. The Company may change any Paying Agent, Registrar or Conversion Agent without notice. The Company may act in any such capacity.

     5. INDENTURE. The Company issued the Securities under an Indenture dated as of May 4, 2001 (the “Original Indenture”) between the Company and the Trustee. The Company, Teva Pharmaceutical Industries Limited and the Trustee subsequently entered into a First Supplemental Indenture on January 26, 2006, as amended by a Second Supplemental Indenture dated as of January 26, 2006 (the “Supplemental Indenture”, and together with the Original Indenture as so amended and as it may be further amended or supplemented from time to time, the “Indenture”). The terms of the Securities include those stated in the Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code ss.ss. 77aaa-77bbbb) (the “ACT”) as in effect on the date of the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of such terms. The Securities are general unsecured senior subordinated obligations of the Company limited to $575,000,000 aggregate principal amount ($725,000,000 if the Initial Purchaser (as defined in the Indenture) has elected to exercise its over-allotment option to

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purchase an additional $150,000,000 of the Securities), except as otherwise provided in the Indenture (except for Securities issued in substitution for destroyed, mutilated, lost or stolen Securities). Terms used herein which are defined in the Indenture have the meanings assigned to them in the Indenture.

     6. OPTIONAL REDEMPTION. The Securities will be redeemable prior to maturity at the option of the Company, in whole or in part, at any time on or after May 29, 2004, at the following redemption prices (expressed as percentages of the principal amount thereof), if redeemed during the periods commencing on the dates set forth below, in each case together with accrued and unpaid interest to the redemption date:

	Redemption
Date	Price
May 29, 2004		102.571	%
May 16, 2005		101.929	%
May 16, 2006		101.286	%
May 16, 2007 through May 14, 2008 inclusive		100.643	%

     7. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address. Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in whole multiples of $1,000 principal amount. On and after the redemption date interest ceases to accrue on Securities or portions of them called for redemption.

     8. REPURCHASE AT OPTION OF HOLDER. In the event of a Change in Control with respect to the Company, then each Holder of the Securities shall have the right, at the Holder’s option, subject to the rights of the holders of Senior Indebtedness under ARTICLE XI of the Indenture, to require the Company to repurchase such Holder’s Securities including any portion thereof which is $1,000 in principal amount or any integral multiple thereof on a business day (the “REPURCHASE DATE”) that is 45 days after the date of the Company Notice, unless otherwise required by applicable law, at a price equal to 100% of the outstanding principal amount of such Security, plus accrued and unpaid interest to the Repurchase Date.

          Within 30 days after the occurrence of the Change in Control, the Company is obligated to give notice of the occurrence of such Change in Control to each Holder. Such notice shall include, among other things, the date by which Holder must notify the Company of such Holder’s intention to exercise the Repurchase Right and of the procedure which such Holder must follow to exercise such right. To exercise the Repurchase Right, a Holder of Securities must deliver on or before the 30th day after the date of the Company Notice irrevocable written notice to the Company (or an agent designated by the Company for such purpose) and the Trustee of the Holder’s exercise of such right together with the Securities with respect to which the right is being exercised, duly endorsed for transfer. In the event any Holder exercises its

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Repurchase Right, such Holder’s conversion right will terminate upon receipt of the written notice of exercise of such Repurchase Right.

A “CHANGE IN CONTROL” of the Company means

     (i) the acquisition by any person, entity or “group” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding, for this purpose, the Company and its subsidiaries, any employee benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company and any current affiliate of the Company whose beneficial ownership does not in the future exceed 45% of the Company’s outstanding Common Stock), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of shares of Common Stock sufficient to elect a majority of directors;

     (ii) persons who, as of May 4, 2001, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any person becoming a director subsequent to such date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such person were a member of the Incumbent Board;

     (iii) approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, beneficially own shares sufficient to elect a majority of directors in the election of directors of the reorganized, merged or consolidated company, or

     (iv) a liquidation or dissolution of the Company (other than pursuant to the United States Bankruptcy Code) or the conveyance, transfer or leasing of all or substantially all of the assets of the Company to any person.

     9. CONVERSION. A Holder may convert his or her Security into cash and ADRs at any time prior to the close of business on May 15, 2008, or (x) if the Security is called for redemption by the Company, the Holder may convert it at any time before the close of business on the date that is five business days before the date fixed for such redemption, or (y) if the Security is to be repurchased by the Company pursuant to PARAGRAPH 8 hereof, the Holder may convert it at any time before the Company receives the Option of Holder To Elect Purchase Notice. For each $1,000 principal amount of Securities, (i) the amount of cash so payable upon conversion (the “Cash Conversion Consideration”) shall be $405.74 and (ii) the number of ADRs issuable upon conversion (the “conversion rate”) as of the effective date of the Supplemental Indenture shall equal the product of (x) 0.42355 and (y) the quotient (the “initial conversion rate”) obtained by dividing $1,000 by the initial conversion price of $04 per share. The Cash Conversion Consideration is payable without interest, the number of ADRs issuable upon conversion shall be rounded to the nearest 1/100^th of an ADR, and the Company will deliver

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Cash in lieu of any fractional ADR. The Cash Conversion Consideration and the conversion rate take into account any adjustments (i) pursuant to the Merger and (ii) occurring prior to the date hereof. On conversion no payment or adjustment for any unpaid and accrued interest, or liquidated damages with respect to, the Securities will be made. If a Holder surrenders a Security for conversion between the record date for the payment of interest and the next interest payment date, such Security, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest thereon which the registered Holder on such record date is to receive.

          To convert a Security a Holder must (1) complete and sign the Conversion Notice, with appropriate signature guarantee, on the back of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, (4) pay the amount of interest, if any, the Holder may be paid as provided in the last sentence of the above paragraph and (5) pay any transfer or similar tax if required. A Holder may convert a portion of a Security if the portion is $1,000 principal amount or a whole multiple of $1,000 principal amount.

          Any ADRs issued upon conversion of a Security shall bear the Private Placement Legend until after the second anniversary of the later of the issue date for the Securities and the last date on which the Company or any Affiliate of the Company was the owner of such ADRs or the Security (or any predecessor security) from which such ADRs were converted (or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder) (or such longer period of time as may be required under the Securities Act or applicable state securities laws in the Opinion of Counsel for the Company, unless otherwise agreed by the Company and the Holder thereof).

     10. SUBORDINATION. The Securities are subordinated in right of payment, in the manner and to the extent set forth in the Indenture, to the prior payment in full of all Senior Indebtedness. Each Holder by accepting a Security agrees to such subordination and authorizes the Trustee to give it effect.

     11. PROHIBITION ON INCURRENCE OF LAYERED INDEBTEDNESS. The Company shall not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is both (a) subordinate or junior in right of payment to any Senior Indebtedness and (b) senior in any respect in right of payment to the Securities.

     12. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered form without coupons in denominations of $1,000 principal amount and whole multiples of $1,000 principal amount. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Registrar need not exchange or register the transfer of any Security selected for redemption in whole or in part. Also, it need not exchange or register the transfer of any Securities for a period of 15 days before the mailing of a notice of redemption of the Securities selected to be redeemed.

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     13. PERSONS DEEMED OWNERS. The registered Holder of a Security may be treated as the owner of such Security for all purposes.

     14. MERGER OR CONSOLIDATION. The Company shall not consolidate with, or merge into, or transfer or lease all or substantially all of its assets to, any person unless the person is a corporation, limited liability company or other entity organized under the laws of the United States, any State thereof or the District of Columbia and such person assumes by supplemental indenture all the obligations of the Company under the Securities and the Indenture and immediately after giving effect to the transaction no Default or Event of Default exists.

          Notwithstanding the foregoing, any subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any other subsidiary or subsidiaries of the Company.

     15. AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding, and any existing Default or Event of Default may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding. Without notice to or the consent of any Securityholder, the Indenture or the Securities may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for uncertificated Securities in addition to certificated Securities, to comply with SECTIONS 5.01 AND 10.15 of the Original Indenture or to make any change that does not adversely affect the rights of any Securityholder.

     16. DEFAULTS AND REMEDIES. An Event of Default includes: (i) default in payment of principal at maturity, upon redemption or exercise of a Repurchase Right or otherwise, or failure by the Guarantor to make a payment required under the Guarantee; (ii) default for 30 days in payment of interest or other amounts due; (iii) failure by the Company or the Guarantor for 60 days after notice to it to comply with any of its other agreements in the Indenture or the Securities; and (iv) certain events of bankruptcy or insolvency of the Company or the Guarantor. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable immediately, except as provided in the Indenture. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment) if it determines that withholding notice is in the interests of the Securityholders. The Company must furnish an annual compliance certificate to the Trustee.

     17. REGISTRATION RIGHTS. The Holders are entitled to shelf registration rights as set forth in the Registration Rights Agreement (as defined in the Indenture). The Holders shall be entitled to receive liquidated damages in certain circumstances, all as set forth in the Registration Rights Agreement.

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     18. TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.

     19. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee or shareholder, as such, of the Company shall have any liability for any obligations of the Company under the Securities or the Indenture, or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. No recourse under or upon any obligation, covenant or agreement contained in the Indenture or the Securities, or because of any indebtedness evidenced thereby, shall be had against any shareholder (except in a shareholder’s corporate capacity as Guarantor), member, officer or director, as such, of the Guarantor, all such liability being expressly waived and released by the acceptance of the Guarantee by the Holder of this Security and as part of the consideration for the delivery of the Guarantee.

     20. AUTHENTICATION. This Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

     21. ABBREVIATIONS. Customary abbreviations may be used in the name of a Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors Act).

     THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE ORIGINAL INDENTURE OR SUPPLEMENTAL INDENTURE. REQUESTS MAY BE MADE TO:

IVAX Corporation
4400 Biscayne Boulevard
Miami, Florida 33137
Attention: Secretary

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[FORM OF ASSIGNMENT]

I or we assign to

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER

(please print or type name and address)

the within Security and all rights thereunder, and hereby irrevocably
constitutes and appoints

attorney to transfer the Security on the books of the Company with full power of
substitution in the premises.

Dated:_________________________	___________________________________________________
	NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.

Signature Guarantee:

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CONVERSION NOTICE

To convert this Security into cash and ADRs of the Guarantor, check the box: o

To convert only part of this Security, state the principal amount to be converted (must be in multiples of $1,000):

$______________

If you want the ADR certificate made out in another person’s name, fill in the form below:

     (Insert other person’s soc. sec. or tax I.D. no.)

(Print or type other person’s name, address and zip code)

Dated: ______________________	Signature(s):
	(Sign exactly as your name(s) appear(s) on
	the other side of this Security)
Signature(s) guaranteed by:
	(All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.)

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OPTION OF HOLDER TO ELECT PURCHASE NOTICE

     If you want to elect to have this Security purchased by the Company pursuant to SECTION 3.07 of the Indenture, check the box: o

     If you want to elect to have only part of this Security purchased by the Company pursuant to SECTION 3.07 of the Indenture, state the principal amount:

	$
	(in an integral multiple of $1,000)
Dated:	Signature(s):
	(Sign exactly as your name(s) appear(s) on the other side of this Security)
Signature(s) guaranteed by:
	(All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.)

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