AbbVie 2012 Annual Report Download - page 172

Indemnification
AbbVie agreed to indemnify, defend and hold harmless Abbott, each of its affiliates and each of
their respective directors, officers and employees, from and against all liabilities relating to, arising out
of or resulting from:
• certain liabilities related to AbbVie’s business or assets that were retained by or transferred to
AbbVie or one of its subsidiaries (the ‘‘AbbVie Liabilities’’);
• the failure of AbbVie or any of its subsidiaries to pay, perform or otherwise promptly discharge
any of the AbbVie Liabilities, in accordance with their respective terms, whether prior to, at or
after the distribution;
• the conduct of any business, operation or activity by AbbVie or any of its affiliates from and
after the distribution;
• any breach by AbbVie or any of its subsidiaries of the separation agreement or any of the
ancillary agreements; and
• any untrue statement or alleged untrue statement of a material fact in the registration statement
on Form 10 filed by AbbVie with the SEC or the related information statement.
Abbott agreed to indemnify, defend and hold harmless AbbVie, each of its affiliates and each of
its respective directors, officers and employees from and against all liabilities relating to, arising out of
or resulting from:
• all liabilities (including whether accrued, contingent, or otherwise) other than the AbbVie
Liabilities that were retained by or transferred to Abbott or one of its subsidiaries (the ‘‘Abbott
Liabilities’’);
• the failure of Abbott or any of its subsidiaries, other than AbbVie, to pay, perform or otherwise
promptly discharge any of the Abbott Liabilities, in accordance with their respective terms
whether prior to, at, or after the distribution;
• the conduct of any business, operation or activity by Abbott or any of its affiliates from and
after the distribution (other than the conduct of business, operations or activities for the benefit
of AbbVie pursuant to an ancillary agreement);
• any breach by Abbott or any of its subsidiaries, other than AbbVie, of the separation agreement
or any of the ancillary agreements; and
• any untrue statement or alleged untrue statement of a material fact made explicitly in Abbott’s
name in the registration statement on Form 10 filed by AbbVie with the SEC or the related
information statement.
The separation agreement also establishes procedures with respect to claims subject to
indemnification and related matters.
Patent Licenses
AbbVie and Abbott granted each other perpetual, irrevocable, fully paid, and royalty-free licenses
to certain patents to make, have made, use, sell, have sold, offer for sale, or import products. These
licenses are generally limited to a field of use consistent with the licensee’s business, and generally are
worldwide, except where related to products that both AbbVie and Abbott will be selling in separate
jurisdictions. Most of the licenses are non-exclusive, with the exception of one exclusive license from
Abbott to AbbVie related to a specific product, one exclusive license from AbbVie to Abbott related to
a specific product and two co-exclusive licenses. The licenses expire on the expiration of the applicable
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