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”).
FORM OF AGREEMENT REGARDING CHANGE IN CONTROLChange in Control Agreement • November 16th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Illinois
THIS AGREEMENT (“Agreement”) is made and entered into as of , 201 (the “Effective Date”) by and between AbbVie Inc. (the “Company”) and (the “Executive”);
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”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ABBOTT LABORATORIES AND ABBVIE INC. DATED AS OF [·], 2012Separation and Distribution Agreement • November 16th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [·], 2012, is by and between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), and ABBVIE INC., a Delaware corporation (“AbbVie”).
FORM OF TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • November 16th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Delaware
THIS TRANSITIONAL TRADEMARK LICENSE AGREEMENT, effective as of the Effective Time, 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”).
