AbbVie 2012 Annual Report Download - page 170

companies, provide a framework for AbbVie’s relationship with Abbott after the Separation and
provide for the allocation between AbbVie and Abbott of Abbott’s assets, employees, liabilities and
obligations (including its investments, property and employee benefits and tax-related assets and
liabilities) attributable to periods prior to, at and after AbbVie’s separation from Abbott. Abbott does
not currently hold a sufficient amount of AbbVie common stock for Abbott to be deemed a ‘‘related
party.’’ Nevertheless, because Abbott held more than five percent of AbbVie’s common stock in 2012,
AbbVie is required to provide disclosure about certain agreements entered into in connection with the
Separation.
The summaries of these agreements are qualified in their entireties by reference to the full text of
the applicable agreements, which are listed as exhibits to AbbVie’s 2012 Annual Report on SEC
Form 10-K. When used in this section, ‘‘distribution date’’ refers to the date on which Abbott
distributed AbbVie’s common stock to the holders of Abbott common shares.
In addition to these agreements, Abbott and AbbVie entered into certain lease agreements prior
to the distribution, including a long term lease pursuant to which AbbVie leases from Abbott a portion
of Abbott Park, Abbott’s current headquarters. Certain shared services are contemplated in connection
with this arrangement. These lease agreements, individually and in the aggregate, are not material to
AbbVie’s business.
The Separation Agreement
The separation agreement sets forth, among other things, AbbVie’s agreements with Abbott
regarding the principal transactions necessary to separate AbbVie from Abbott. It also sets forth other
agreements that govern certain aspects of AbbVie’s relationship with Abbott after the distribution date.
Transfer of Assets and Assumption of Liabilities
The separation agreement identifies the assets to be transferred, the liabilities to be assumed and
the contracts to be assigned to each of AbbVie and Abbott as part of the separation of Abbott into two
companies, and it provides for when and how these transfers, assumptions and assignments occurred
and will occur.
Except as expressly set forth in the separation agreement or any ancillary agreement, neither
AbbVie nor Abbott made any representation or warranty as to the assets, business or liabilities
transferred or assumed as part of the Separation, as to any approvals or notifications required in
connection with the transfers, as to the value of or the freedom from any security interests of any of
the assets transferred, as to the absence or presence of any defenses or right of setoff or freedom from
counterclaim with respect to any claim or other asset of either AbbVie or Abbott, or as to the legal
sufficiency of any assignment, document or instrument delivered to convey title to any asset or thing of
value to be transferred in connection with the Separation. All assets have been or will be transferred
on an ‘‘as is,’’ ‘‘where is’’ basis and the respective transferees will bear the economic and legal risks that
any conveyance will prove to be insufficient to vest in the transferee good and marketable title, free
and clear of all security interests, and that any necessary consents or governmental approvals are not
obtained or that any requirements of laws, agreements, security interests, or judgments are not
complied with.
To the extent that the transfer or assignment of certain assets and liabilities to Abbott or AbbVie,
as applicable, did not occur prior to the Separation then, until such assets or liabilities are able to be
transferred or assigned, Abbott or AbbVie, as applicable, will hold such assets on behalf of and for the
benefit of the other party and will pay, perform, and discharge such liabilities, for which the other party
will reimburse Abbott or AbbVie, as applicable, for all commercially reasonable payments made in
connection with the performance and discharge of such liabilities. For example, due to the
requirements of applicable laws, the need to obtain certain governmental and third party consents and
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