ABBVIE INC. and U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • November 16th, 2012 • AbbVie Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of November 8, 2012 between AbbVie Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 1 North Waukegan Road, North Chicago, Illinois 60064, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).
ABBVIE INC. PERFORMANCE RESTRICTED STOCK AGREEMENTPerformance Restricted Stock Agreement • May 8th, 2013 • AbbVie Inc. • Pharmaceutical preparations • Delaware
On this «Grant_Day» day of «Grant_Month», 201 (the “Grant Date”), AbbVie Inc. (the “Company”) hereby grants to «First Name» «MI» «Last Name» (the “Employee”) a Performance Restricted Stock Award (the “Award”) of «NoShares12345» Shares.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2020 • AbbVie Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT dated May 14, 2020 (this “Agreement”) is entered into by and among AbbVie Inc., a Delaware corporation (the “Company”) and Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc, BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC (each a “Dealer Manager” and collectively, the “Dealer Managers”).
Dated September 26, 2019Agency Agreement • September 26th, 2019 • AbbVie Inc. • Pharmaceutical preparations • New York
ContractPerformance Share Award Agreement • May 5th, 2023 • AbbVie Inc. • Pharmaceutical preparations • Illinois
Lock-Up Agreement September 26, 2017Lock-Up Agreement • October 6th, 2017 • AbbVie Inc. • Pharmaceutical preparations • Delaware
The undersigned understands that Max-1 Acquisition Corporation (to be renamed “Exicure, Inc.”), a Delaware corporation (the “Company”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of September 26, 2017 (as the same may be amended from time to time, the “Merger Agreement”) with Max-1 Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Exicure, Inc., a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2012 • AbbVie Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT dated November 8, 2012 (this “Agreement”) is entered into by and among AbbVie Inc., a Delaware corporation (the “Company”), Abbott Laboratories, an Illinois corporation (the “Guarantor”), and Morgan Stanley & Co. LLC, Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
ContractNon-Qualified Stock Option Agreement • May 5th, 2023 • AbbVie Inc. • Pharmaceutical preparations • Illinois
TERM LOAN CREDIT AGREEMENT Dated as of July 12, 2019 among ABBVIE INC., as Borrower, VARIOUS FINANCIAL INSTITUTIONS, as Lenders, andTerm Loan Credit Agreement • July 16th, 2019 • AbbVie Inc. • Pharmaceutical preparations • New York
This Term Loan Credit Agreement (this “Agreement”) dated as of July 12, 2019 (Local Time) is among AbbVie Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below) that are parties hereto and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, or any successor thereto appointed pursuant to Article VII, the “Administrative Agent”) for the Lenders.
ABBVIE INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 7th, 2021 • AbbVie Inc. • Pharmaceutical preparations • Illinois
On this «Grant_Day» day of «Grant_Month», 2021 (the “Grant Date”), AbbVie Inc. (the “Company”) hereby grants to «First Name» «MI» «Last Name» (the “Director”) a Restricted Stock Unit Award (the “Award”) of «NoShares12345» restricted stock units (the “Units”) representing the right to receive an equal number of Shares on a specified Delivery Date.
ABBVIE INC. PERFORMANCE-VESTED RESTRICTED STOCK UNIT AGREEMENTVested Restricted Stock Unit Agreement • May 7th, 2021 • AbbVie Inc. • Pharmaceutical preparations • Illinois
On this «Grant_Day» day of «Grant_Month», 2021 (the “Grant Date”), AbbVie Inc. (the “Company”) hereby grants to «First Name» «MI» «Last Name» (the “Employee”) a Performance-Vested Restricted Stock Unit Award (the “Award”) of «NoShares12345» restricted stock units (the “Units”). The actual number of shares of Company common stock (the “Shares”) that may be issued under this Award will be determined in accordance with this Agreement by reference to the number of Units set forth above.
AGREEMENT AND PLAN OF REORGANIZATION by and among ABBVIE INC., OXFORD AMHERST CORPORATION, OXFORD AMHERST LLC and PHARMACYCLICS, INC. dated as of March 4, 2015Agreement and Plan of Reorganization • March 6th, 2015 • AbbVie Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of March 4, 2015, is by and among AbbVie Inc., a Delaware corporation (“Parent”), Oxford Amherst Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), Oxford Amherst LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Purchaser, the “Merger Subs”), and Pharmacyclics, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, each of the Merger Subs and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
ABBVIE INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 6th, 2016 • AbbVie Inc. • Pharmaceutical preparations • Delaware
On this «Grant_Day» day of «Grant_Month», 201 (the “Grant Date”), AbbVie Inc. (the “Company”) hereby grants to «First Name» «MI» «Last Name» (the “Employee”) a Restricted Stock Award (the “Award”) of «NoShares12345» Shares.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ABBOTT LABORATORIES AND ABBVIE INC. DATED AS OF NOVEMBER 28, 2012Separation and Distribution Agreement • November 30th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 28, 2012, is by and between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), and ABBVIE INC., a Delaware corporation (“AbbVie”).
TRANSACTION AGREEMENT dated as of June 25, 2019 among ABBVIE INC. VENICE SUBSIDIARY, LLC and ALLERGAN PLCTransaction Agreement • June 25th, 2019 • AbbVie Inc. • Pharmaceutical preparations • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of June 25, 2019 is by and among AbbVie, a Delaware corporation (“AbbVie”), Venice Subsidiary, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of AbbVie (“Acquirer Sub”), and Allergan plc, an Irish public limited company with registered number 527629 having its registered office at Clonshaugh Business and Technology Park, Coolock, Dublin, D17 E400, Ireland (“Allergan”).
ABBVIE INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENTAbbVie Inc. • May 6th, 2016 • Pharmaceutical preparations • Delaware
On this «Grant_Day» day of «Grant_Month», 201 (the “Grant Date”), AbbVie Inc. (the “Company”) hereby grants to «First Name» «MI» «Last Name» (the “Director”) a Restricted Stock Unit Award (the “Award”) of «NoShares12345» restricted stock units (the “Units”) representing the right to receive an equal number of Shares on a specified Delivery Date.
AbbVie Inc.Restricted Stock Unit Agreement • May 7th, 2021 • AbbVie Inc. • Pharmaceutical preparations • Illinois
On this «Grant_Day» day of «Grant_Month», 2021 (the “Grant Date”), AbbVie Inc. (the “Company”) hereby grants to «First Name» «MI» «Last Name» (the “Employee”) a Restricted Stock Unit Award (the “Award”) of «NoShares12345» restricted stock units (the “Units”) representing the right to receive an equal number of Shares on a specified Delivery Date.
EXPENSES REIMBURSEMENT AGREEMENT dated as of June 25, 2019 between ABBVIE INC. and ALLERGAN PLCExpenses Reimbursement Agreement • June 25th, 2019 • AbbVie Inc. • Pharmaceutical preparations • Delaware
THIS EXPENSES REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of June 25, 2019, between AbbVie Inc., a Delaware corporation (hereinafter called “AbbVie”), and Allergan plc, a company incorporated in Ireland with registered number 527629 having its registered office at Clonshaugh Business and Technology Park, Coolock, Dublin, D17 E400, Ireland (hereinafter called “Allergan”).
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 30th, 2019 • AbbVie Inc. • Pharmaceutical preparations • New York
This Amended and Restated Revolving Credit Agreement (this “Agreement”) dated as of August 27, 2019 is among AbbVie Inc., a corporation organized and existing under the laws of the State of Delaware (the “Borrower”), the Lenders (as defined below) that are parties hereto, and JPMorgan Chase Bank, N.A., as administrative agent (together with any successor thereto appointed pursuant to Article VII, and including any applicable designated Affiliate, the “Administrative Agent”) for the Lenders.
364-DAY BRIDGE CREDIT AGREEMENT Dated as of June 25, 2019 among ABBVIE INC., as Borrower, VARIOUS FINANCIAL INSTITUTIONS, as Lenders, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent MUFG BANK, LTD., as Syndication Agent MORGAN STANLEY...Day Bridge Credit Agreement • June 25th, 2019 • AbbVie Inc. • Pharmaceutical preparations • New York
This 364-Day Bridge Credit Agreement (this “Agreement”) dated as of June 25, 2019 (Local Time) is among AbbVie Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below) that are parties hereto and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, or any successor thereto appointed pursuant to Article VII, the “Administrative Agent”) for the Lenders.
ContractCredit Agreement • September 6th, 2018 • AbbVie Inc. • Pharmaceutical preparations • New York
This FIRST AMENDMENT, dated as of August 31, 2018 (this “Amendment Agreement”), to that certain 364-Day Term Loan Credit Agreement, dated as of May 17, 2018 (as amended from time to time prior to the date hereof, the “Existing Credit Agreement”; and the Existing Credit Agreement as amended by the Amendments (as defined below), the “Amended Credit Agreement”), by and among AbbVie Inc., as Borrower (the “Borrower”), the lenders party thereto (the “Lenders”), and Bank of America, N.A., as administrative agent (the “Administrative Agent”), is made by and among the Borrower, the Lenders and the Administrative Agent. Unless otherwise defined herein, terms defined in the Amended Credit Agreement and used herein shall have the meanings given to them in the Amended Credit Agreement.
TERMINATION AGREEMENTTermination Agreement • October 21st, 2014 • AbbVie Inc. • Pharmaceutical preparations
FORM OF AGREEMENT REGARDING CHANGE IN CONTROLAgreement Regarding Change in Control • October 14th, 2022 • AbbVie Inc. • Pharmaceutical preparations • Illinois
THIS AGREEMENT (“Agreement”) is made and entered into as of ___________ ____, 202 ___ (the “Effective Date”), by and between AbbVie Inc. (the “Company”) and _____________ (the “Executive”).
U.S. TRANSITION SERVICES AGREEMENT BY AND BETWEEN ABBOTT LABORATORIES AND ABBVIE INC. DATED AS OF DECEMBER 31, 2012Transition Services Agreement • January 2nd, 2013 • AbbVie Inc. • Pharmaceutical preparations • Delaware
THIS U.S. TRANSITION SERVICES AGREEMENT, dated as of December 31, 2012, is by and between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), and ABBVIE INC., a Delaware corporation (“AbbVie”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ABBOTT LABORATORIES AND ABBVIE INC. DATED AS OF DECEMBER 31, 2012Employee Matters Agreement • January 2nd, 2013 • AbbVie Inc. • Pharmaceutical preparations • Delaware
This EMPLOYEE MATTERS AGREEMENT dated as of December 31, 2012 and effective as of the Effective Time (as defined below) is by and between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), and ABBVIE INC., a Delaware corporation (“AbbVie”).
TAX SHARING AGREEMENT Between ABBOTT LABORATORIES on behalf of itself and the ABBOTT AFFILIATES and ABBVIE INC. on behalf of itself and the ABBVIE AFFILIATESTax Sharing Agreement • January 2nd, 2013 • AbbVie Inc. • Pharmaceutical preparations • Delaware
This Tax Sharing Agreement (the “Agreement”) is entered into as of the 31st day of December, 2012, between Abbott Laboratories (“Abbott”), an Illinois corporation, and AbbVie Inc. (“AbbVie”), a Delaware corporation.
ABBVIE INC. NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTQualified Stock Option Agreement • May 3rd, 2019 • AbbVie Inc. • Pharmaceutical preparations • Delaware
On this «Grant_Day» day of «Grant_Month», 2019 (the “Grant Date”), AbbVie Inc. (the “Company”) hereby grants to «First Name» «MI» «Last Name», (the “Director”) an Option (the “Option”) to purchase a total of «NQSOs» Shares, at the price of $«Option_Price» per Share (the “Exercise Price”), such price being not less than 100% of the Fair Market Value of the Shares on the Grant Date.
EX-U.S. TRANSITION SERVICES AGREEMENT BY AND BETWEEN ABBOTT LABORATORIES AND ABBVIE INC. DATED AS OF DECEMBER 31, 2012Transition Services Agreement • January 2nd, 2013 • AbbVie Inc. • Pharmaceutical preparations • Delaware
THIS EX-U.S. TRANSITION SERVICES AGREEMENT, dated as of December 31, 2012, is by and between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”) and ABBVIE INC., a Delaware corporation (“AbbVie”), and each of their respective Subsidiaries (as defined herein) who execute a Joinder Agreement (as defined herein) in accordance with the terms and provisions of this Agreement (as defined herein).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 23rd, 2015 • AbbVie Inc. • Pharmaceutical preparations • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of March 22, 2015, to the Agreement and Plan of Reorganization (the “Reorganization Agreement”), dated as of March 4, 2015, is by and among AbbVie Inc., a Delaware corporation (“Parent”), Oxford Amherst Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), Oxford Amherst LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Purchaser, the “Merger Subs”), and Pharmacyclics, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2019 • AbbVie Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT dated November 21, 2019 (this “Agreement”) is entered into by and among AbbVie Inc., a Delaware corporation (the “Company”), and, upon execution of the joinder agreement referred to below, each Guarantor (as defined below), and Morgan Stanley & Co. LLC, BofA Securities, Inc. and Barclays Capital Inc., as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”). The agreements of each Guarantor under this Agreement shall not become effective unless and until such Guarantor executes a joinder agreement to this Agreement, which joinder agreement shall be substantially in the form attached as Exhibit A to this Agreement (the “Joinder Agreement”), at which time such agreements shall become effective pursuant to the terms of the Joinder Agreement (and until such time, such Guarantor shall not be a party to this Agreement or make any representa
TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • January 2nd, 2013 • AbbVie Inc. • Pharmaceutical preparations • Delaware
THIS TRANSITIONAL TRADEMARK LICENSE AGREEMENT, dated as of December 31, 2012, between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), and ABBVIE INC., a Delaware corporation (“AbbVie”).
FORM OF LUXEMBOURG INTERNATIONAL COMMERCIAL OPERATIONS AGREEMENT BY AND BETWEEN ABBOTT INVESTMENTS LUXEMBOURG S.à r.l AND ABBVIE INVESTMENTS S.à r.l DATED AS OF [·], 2012Operations Agreement • September 4th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Delaware
THIS LUXEMBOURG INTERNATIONAL COMMERCIAL OPERATIONS AGREEMENT, dated as of [·], 2012, is by and between Abbott Investments Luxembourg S.à r.l, a company organized and existing under the laws of Luxembourg (“Abbott Luxembourg”) and AbbVie Investments S.à r.l, a company organized and existing under the laws of Luxembourg (“AbbVie Luxembourg”).
FIRST AMENDMENT TO LUXEMBOURG INTERNATIONAL COMMERCIAL OPERATIONS AGREEMENTOperations Agreement • February 21st, 2014 • AbbVie Inc. • Pharmaceutical preparations • Delaware
THIS FIRST AMENDMENT is made effective as of December 31, 2012 (this “First Amendment”), by and between Abbott Investments Luxembourg S.à r.l., a company organized and existing under the laws of Luxembourg (“Abbott”) and AbbVie Investments S.à r.l., a company organized and existing under the laws of Luxembourg (“AbbVie”). All capitalized terms used herein without definition shall have the meaning assigned thereto in the Agreement (as hereinafter defined), and, except as otherwise provided below, references herein to a specific Section or Schedule will refer, respectively, to the corresponding Section or Schedule of the Agreement.
364—DAY BRIDGE TERM LOAN CREDIT AGREEMENT Dated as of March 27, 2015 among ABBVIE INC., as Borrower, VARIOUS FINANCIAL INSTITUTIONS, as Lenders, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent BANK OF AMERICA, N.A. and THE BANK OF...Credit Agreement • March 30th, 2015 • AbbVie Inc. • Pharmaceutical preparations • Delaware
This 364—Day Bridge Term Loan Credit Agreement (this “Agreement”), dated as of March 27, 2015, is among AbbVie Inc., a corporation organized and existing under the laws of Delaware (the “Borrower”), the Lenders (as defined below) that are parties hereto and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity and, together with any successor thereto appointed pursuant to Article VII, and including any applicable designated Affiliate, the “Administrative Agent”) for the Lenders.
ABBVIE INC. NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 8th, 2013 • AbbVie Inc. • Pharmaceutical preparations • Delaware
On this «Grant_Day» day of «Grant_Month», 201 (the “Grant Date”), AbbVie Inc. (the “Company”) hereby grants to «First Name» «MI» «Last Name», (the “Director”) an Option (the “Option”) to purchase a total of «NQSOs» Shares, at the price of $«Option_Price» per Share (the “Exercise Price”), such price being not less than 100% of the Fair Market Value of the Shares on the Grant Date.
