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”).
ABBVIE INC. Purchase AgreementPurchase Agreement • November 30th, 2012 • AbbVie Inc. • Pharmaceutical preparations • New York
In connection with the opinions set forth herein, we have examined originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, agreements, certificates of public officials and other instruments as we have deemed necessary or appropriate for the purposes of the opinions contained herein, including, among others, the following: (a) the Time of Sale Memorandum, as amended to date, and the Final Memorandum; (b) a copy of the Indenture; (c) the executed Registration Rights Agreement; (d) the executed Guarantee; (e) the executed Purchase Agreement; (f) the Certificate of Incorporation and By-laws of the Company, as amended to date; (g) the unanimous written consent of the sole director of the Company adopting certain resolutions relating to the Transactions; and (h) specimens of the Notes. The items referred to in clauses (b), (c), (d), (e) of the preceding sentence and the Notes are referred to herein as the “Transaction Documents”.
