AbbVie 2012 Annual Report Download - page 174

controversies and claims by escalation of the matter to senior management or other mutually agreed
representatives of AbbVie and Abbott. If such efforts are not successful, either AbbVie or Abbott may
submit the dispute, controversy or claim to binding alternative dispute resolution, subject to the
provisions of the separation agreement.
Expenses
Except as expressly set forth in the separation agreement or in any ancillary agreement, or as
otherwise agreed in writing by Abbott and AbbVie, all costs and expenses incurred in connection with
the Separation and distribution after the distribution date will be paid by the party incurring such cost
and expense.
Other Matters
Other matters governed by the separation agreement include access to financial and other
information, confidentiality, access to and provision of records and treatment of outstanding guarantees
and similar credit support.
Termination
In the event of a termination of the separation agreement, no party, nor any of its directors,
officers, or employees, will have any liability of any kind to the other party or any other person. The
separation agreement may not be terminated except by an agreement in writing signed by both Abbott
and AbbVie.
Transition Services Agreements
AbbVie and Abbott entered into transition services agreements (one transition services agreement
for services to be provided in the United States and one transition services agreement for services to be
provided outside the United States) pursuant to which AbbVie and Abbott and their respective
subsidiaries will provide various services to each other on an interim, transitional basis. The services to
be provided in the United States include information technology, accounts payable, payroll, and other
financial functions, as well as engineering support for various facilities, quality assurance support, and
other administrative services. The services to be provided outside the United States include information
technology, accounts payable, payroll, receivables collection, treasury and other financial functions, as
well as order entry, warehousing, and other administrative services. The general governing terms of the
transition services agreements are substantially identical. The agreed upon charges for such services
generally are intended to allow the servicing party to recover all out-of-pocket costs and expenses and a
predetermined profit equal to a mark-up of such out-of-pocket expenses.
Each transition services agreement will terminate on the expiration of the term of the last service
provided under it, which generally will be up to 24 months following the distribution date, with the
option for a one-year extension. The recipient for a particular service generally can terminate that
service prior to the scheduled expiration date, subject to a minimum notice period equal to the shorter
of 180 days or half of the original service period. Services can be terminated only at a month-end. Due
to interdependencies between services, certain services may be extended or terminated early only if
other services are likewise extended or terminated.
Subject to certain exceptions, the liability of each party under the transition services agreements
for the services it provides generally is limited to the aggregate profits it receives in connection with the
provision of such services during the twelve month period prior to a claim. The transition services
agreements also provide that the provider of a service shall not be liable to the recipient of such
service for any special, indirect, incidental, or consequential damages.
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