FIRST AMENDMENT TO INTERNATIONAL COMMERCIAL OPERATIONS AGREEMENT

Exhibit 10.7

FIRST AMENDMENT TO INTERNATIONAL COMMERCIAL OPERATIONS AGREEMENT

THIS FIRST AMENDMENT is made effective as of December 31, 2012 (this “First Amendment”), by and between Xxxxxx Laboratories, an Illinois corporation (“Xxxxxx”) and AbbVie Inc., a Delaware corporation (“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.

WHEREAS, Xxxxxx and AbbVie have entered into that certain International Commercial Operations Agreement dated as of December 31, 2012 (together with all Schedules thereto, the “Agreement”) with respect to certain of their Subsidiaries;

WHEREAS, Abbott Investments Luxembourg S.à x.x. and AbbVie Investments S.à x.x. have entered into that certain Luxembourg Commercial Operations Agreement dated as of December 31, 2012 (together with all Schedules thereto, the “Luxembourg Agreement”) with respect to certain of their Subsidiaries;

WHEREAS, Abbott Products Algeria EURL, Abbott Products EOOD and Abbott Products Romania SRL are each listed as an Abbott Local Entity on Schedule 1.01(a) to the Agreement and Abbott Products Algeria EURL and Abbott Products Romania SRL are each listed as a Services Affiliate on Schedule 1.01(b) to the Agreement;

WHEREAS, it was intended since the Effective Date of the Agreement that each of Abbott Products Algeria EURL, Abbott Products EOOD, and Abbott Products Romania SRL be listed as an Abbott Local Entity on Schedule 1.01(a) to the Luxembourg Agreement and Abbott Products Algeria EURL and Abbott Products Romania SRL be listed as a Services Affiliate on Schedule 1.01(b) to the Luxembourg Agreement (each of “Abbott Local Entity” and “Services Affiliate” as defined in the Luxembourg Agreement), and that Abbott Products Algeria EURL, Abbott Products EOOD, and Abbott Products Romania SRL should not have been listed in either Schedule 1.01(a) or 1.01(b) to the Agreement;

WHEREAS, each of Abbott Products Algeria EURL, Abbott Products EOOD and Abbott Products Romania SRL have, for all applicable tax and accounting purposes, been treated as a Subsidiary of Abbott Investments Luxembourg S.à x.x. and an Abbott Local Entity (as defined in the Luxembourg Agreement) from the Effective Date of the Agreement;

WHEREAS, concurrently with this First Amendment, Abbott Investments Luxembourg S.à x.x. and AbbVie Investments S.à x.x. have amended the Luxembourg Agreement to add each of Abbott Products Algeria EURL, Abbott Products EOOD and Abbott Products Romania SRL to Schedule 1.01(a) thereto and each of Abbott Products Algeria EURL and Abbott Products Romania SRL to Schedule 1.01(b) thereto;

WHEREAS, Xxxxxx and AbbVie desire to amend the Agreement to remove each of Abbott Products Algeria EURL, Abbott Products EOOD and Abbott Products Romania SRL from Schedule 1.01(a) thereto and each of Abbott Products Algeria EURL and Abbott Products Romania SRL from Schedule 1.01(b) thereto; and

WHEREAS, in accordance with the foregoing, Abbott and AbbVie desire to amend the Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants in the Agreement and hereinafter set forth, and intending to be legally bound hereby, Xxxxxx and AbbVie hereby agree as follows:

1. Amendment to Schedule 1.01(a).  Schedule 1.01(a) to the Agreement is hereby amended by removing the following Abbott Subsidiaries from the list of Abbott Local Entities set forth therein:

Abbott Subsidiary Company Name		Jurisdiction
Abbott Products Algeria EURL		Algeria
Abbott Products EOOD		Bulgaria
Abbott Products Romania SRL		Romania

2. Amendment to Schedule 1.01(b).  Schedule 1.01(b) to the Agreement is hereby amended by removing the following Abbott Subsidiaries from the list of Services Affiliates set forth therein:

Abbott Subsidiary Company Name		Jurisdiction
Abbott Products Algeria EURL		Algeria
Abbott Products Romania SRL		Romania

3. No Modification.  On and after the date of this First Amendment each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this First Amendment.  The Agreement, as amended by this First Amendment, is and shall continue to be in full force and effect in accordance with its terms, and, except as expressly set forth in this First Amendment, no other amendment or modification to the Agreement is agreed to or implied.

4. Counterparts.  This First Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement.

5. Governing Law.  This First Amendment shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of Laws and principles of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.

[The remainder of this page has been left blank intentionally.]

IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed by their duly authorized representatives.

	XXXXXX LABORATORIES
	By:	/s/ Xxxxxx X. Xxxxxxx
	Name:	Xxxxxx X. Xxxxxxx
	Its:	Executive Vice President, Finance and Chief Financial Officer
	ABBVIE INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Its:	Chairman of the Board and Chief Executive Officer

[Signature Page to First Amendment to International Commercial Operations Agreement]