0001047469-12-008659 Sample Contracts

FORM OF TAX SHARING AGREEMENT Between ABBOTT LABORATORIES on behalf of itself and the ABBOTT AFFILIATES and ABBVIE INC. on behalf of itself and the ABBVIE AFFILIATES
Tax Sharing Agreement • September 4th, 2012 • AbbVie Inc. • Pharmaceutical preparations

This Tax Sharing Agreement (the “Agreement”) is entered into as of the day of , 2012, between Abbott Laboratories (“Abbott”), an Illinois corporation, and AbbVie Inc. (“AbbVie”), a Delaware corporation.

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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 [·], 2012
Operations 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”).

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FORM OF FINISHED GOODS MANUFACTURING AND SUPPLY AGREEMENT between [MANUFACTURER NAME] and [PURCHASER NAME] Dated as of [·]
Manufacturing and Supply Agreement • September 4th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Delaware

THIS FINISHED GOODS MANUFACTURING & SUPPLY AGREEMENT (this “Agreement”) is entered into as of [·] (the “Effective Date”), by and between [insert Manufacturer name], a [insert entity type] organized and existing under the Laws of [insert jurisdiction] (“Manufacturer”), and [insert Purchaser entity name], a [insert entity type] organized and existing under the Laws of [insert jurisdiction] (“Purchaser”). Manufacturer and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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EX-U.S. TRANSITION SERVICES AGREEMENT BY AND BETWEEN ABBOTT LABORATORIES AND ABBVIE INC. DATED AS OF [·], 2012
Transition Services Agreement • September 4th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Delaware

THIS EX-U.S. TRANSITION SERVICES AGREEMENT, dated as of [·], 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).

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FORM OF INVENTORY TRADEMARK LICENSE AGREEMENT
Form of Inventory Trademark License Agreement • September 4th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Delaware

THIS INVENTORY TRADEMARK LICENSE AGREEMENT, dated and effective as of _________________, between ABBOTT LABORATORIES, a corporation organized under the laws of the state of Illinois with a primary address at 100 Abbott Park Road, Abbott Park, Illinois 60064 (“Abbott”), and ABBVIE INC., a corporation organized under the laws of the state of Delaware with a primary address at 1 N Waukegan Road, North Chicago, IL 60064 (“AbbVie”).

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FORM OF U.S. TRANSITION SERVICES AGREEMENT BY AND BETWEEN ABBOTT LABORATORIES AND ABBVIE INC. DATED AS OF [·], 2012
Transition Services Agreement • September 4th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Delaware

THIS U.S. TRANSITION SERVICES AGREEMENT, dated as of [·], is by and between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), and ABBVIE INC., a Delaware corporation (“AbbVie”).

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FORM OF INTERNATIONAL COMMERCIAL OPERATIONS AGREEMENT BY AND BETWEEN ABBOTT LABORATORIES AND ABBVIE INC. DATED AS OF [·], 2012
Operations Agreement • September 4th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Delaware

THIS INTERNATIONAL COMMERCIAL OPERATIONS AGREEMENT, dated as of [·], 2012, is by and between Abbott Laboratories, an Illinois corporation (“Abbott”) and AbbVie Inc., a Delaware corporation (“AbbVie”).

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SPECIAL PRODUCTS MASTER AGREEMENT BY AND BETWEEN ABBOTT LABORATORIES AND ABBVIE INC. DATED AS OF [·]
Special Products Master Agreement • September 4th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Delaware

THIS SPECIAL PRODUCTS MASTER AGREEMENT, dated as of [·], is by and between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), and ABBVIE INC., a Delaware corporation (“AbbVie”).

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FORM OF PACKAGING SERVICES AGREEMENT between [PACKAGER NAME] and [PURCHASER NAME] Dated as of [·]
Packaging Services Agreement • September 4th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Delaware

THIS PACKAGING SERVICES AGREEMENT (this “Agreement”) is entered into as of [·] (the “Effective Date”), by and between [insert Packager name], a [insert entity type] organized and existing under the laws of [insert jurisdiction] (“Packager”), and [insert Purchaser entity name], a [insert entity type] organized and existing under the laws of [insert jurisdiction] (“Purchaser”). Packager and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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FORM OF CONTRACT MANUFACTURING AND SUPPLY AGREEMENT between [MANUFACTURER NAME] and [PURCHASER NAME] Dated as of [·]
Form of Contract Manufacturing and Supply Agreement • September 4th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Delaware

THIS CONTRACT MANUFACTURING & SUPPLY AGREEMENT (this “Agreement”) is entered into as of [·] (the “Effective Date”), by and between [insert Manufacturer name], a [insert entity type] organized and existing under the Laws of [insert jurisdiction] (“Manufacturer”), and [insert Purchaser entity name], a [insert entity type] organized and existing under the Laws of [insert jurisdiction] (“Purchaser”). Manufacturer and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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FORM OF PATENT LICENSE AGREEMENT BY AND BETWEEN ABBOTT LABORATORIES AND ABBVIE INC. DATED AS OF [·]
Patent License Agreement • September 4th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Delaware

THIS PATENT LICENSE AGREEMENT, dated as of [·], is by and between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), and ABBVIE INC., a Delaware corporation (“AbbVie”).

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FORM OF INFORMATION TECHNOLOGY AGREEMENT DATED AS OF [·] by and between ABBOTT LABORATORIES and ABBVIE INC.
Technology Agreement • September 4th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Delaware

THIS INFORMATION TECHNOLOGY AGREEMENT, dated as of [·], is by and between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), and ABBVIE, INC., a Delaware corporation (“AbbVie”).

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