AbbVie 2012 Annual Report Download - page 171

other business reasons, the transfer of certain assets and liabilities to Abbott or AbbVie has been
deferred in certain jurisdictions outside of the United States until after the completion of the
Separation. The international commercial operations agreements implement the principle outlined
above with respect to the assets and liabilities in those jurisdictions and provide the mechanisms and
transactions that will be used to transfer the benefits and burdens of the assets and liabilities located in
those jurisdictions.
The Distribution
The separation agreement also governs the rights and obligations of the parties regarding the
distribution. On the distribution date, Abbott distributed to its shareholders that held Abbott common
shares as of the record date all of the issued and outstanding shares of AbbVie’s common stock on a
pro rata basis. Shareholders received cash in lieu of any fractional shares.
Claims
In general, each party to the separation agreement assumes liability for all pending, threatened and
unasserted legal matters related to its own business or its assumed or retained liabilities and
indemnifies the other party for any liability to the extent arising out of or resulting from such assumed
or retained legal matters.
Settlement of Accounts between AbbVie and Abbott
All intercompany receivables and payables as to which there are no third parties and that are
between AbbVie or an AbbVie subsidiary that is incorporated in the United States, on the one hand,
and Abbott or an Abbott subsidiary that is incorporated in the United States, on the other hand, as of
immediately prior to the completion of the Separation, have been settled, capitalized, cancelled,
assigned, or assumed by AbbVie or one or more AbbVie subsidiaries as of immediately prior to the
completion of the Separation. All other intercompany receivables and payables as to which there are no
third parties and that are between AbbVie or an AbbVie subsidiary, on the one hand, and Abbott or
an Abbott subsidiary, on the other hand, as of immediately prior to the completion of the Separation,
remain outstanding on the same terms and conditions that applied immediately prior to the completion
of the Separation. There are no cash sweep arrangements between AbbVie and Abbott accounts.
Releases
AbbVie and its affiliates have released and discharged Abbott and its affiliates from all liabilities
assumed by AbbVie as part of the Separation, from all acts and events occurring or failing to occur,
and all conditions existing, on or before the distribution date relating to AbbVie’s business, and from
all liabilities existing or arising in connection with the implementation of the Separation, except as
expressly set forth in the separation agreement. Abbott and its affiliates have released and discharged
AbbVie and its affiliates from all liabilities retained by Abbott and its affiliates as part of the
Separation and from all liabilities existing or arising in connection with the implementation of the
separation, except as expressly set forth in the separation agreement. These releases do not extend to
obligations or liabilities under any agreements between the parties that remain in effect following the
Separation.
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