AbbVie 2012 Annual Report Download - page 173

patents, and may be terminated earlier upon request of the licensee, or upon mutual consent of the
parties.
Legal Matters
Subject to certain specified exceptions, each party to the separation agreement assumed the
liability for, and control of, all pending and threatened legal matters related to its own business,
including liabilities for any claims or legal proceedings related to products that had been part of its
business but were discontinued prior to the distribution, as well as assumed or retained liabilities, and
has agreed to indemnify the other party for any liability arising out of or resulting from such assumed
legal matters. In addition, AbbVie assumed the liability for and control of certain proceedings relating
to Depakote.
Insurance
The separation agreement allocates between the parties the rights and obligations under existing
insurance policies with respect to occurrences prior to the distribution and sets forth procedures for the
administration of insured claims. In addition, the separation agreement allocates between the parties
the right to proceeds and the obligation to incur certain deductibles under certain insurance policies.
The separation agreement also provides for Abbott to obtain, subject to the terms of the agreement,
certain directors and officers insurance policies to apply against certain pre-Separation claims, if any.
Further Assurances
Except as otherwise set forth in the separation agreement or in any ancillary agreement, both
AbbVie and Abbott agreed in the separation agreement to use commercially reasonable efforts, prior
to, on and after the distribution date, to take, or cause to be taken, all actions, and to do, or cause to
be done, all things necessary, proper or advisable under applicable laws, regulations and agreements to
consummate and make effective the transactions contemplated by the separation agreement and the
ancillary agreements.
Non-Competition
For ten years following the completion of the distribution (or if not enforceable for ten years in a
country, for such period as will be enforceable in such country), subject to certain specified exceptions,
Abbott and any of its subsidiaries will not directly or indirectly, anywhere in the world, discover,
research, develop, import, export, manufacture, market, distribute, promote or sell any anti-TNF
antibody, JAK inhibitor or IL-12 inhibitor.
Transition Committee
AbbVie and Abbott established a transition committee that consists of an equal number of
members from AbbVie and Abbott. The transition committee is responsible for monitoring and
managing all matters related to the Separation and all other transactions contemplated by the
separation agreement or any ancillary agreement. The transition committee has the power to establish
various subcommittees from time to time as it deems appropriate or as may be described in the
ancillary agreements.
Dispute Resolution
The separation agreement contains provisions that govern, except as otherwise provided in any
ancillary agreement, the resolution of disputes, controversies or claims that may arise between AbbVie
and Abbott related to the Separation or distribution and that are unable to be resolved by the
transition committee. These provisions contemplate that efforts will be made to resolve disputes,
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