AbbVie 2012 Annual Report Download - page 179

Transitional Trademark License Agreement
AbbVie and Abbott entered into a transitional trademark license agreement pursuant to which
each granted the other a non-exclusive, royalty-free and worldwide license to use certain of each other’s
trademarks. The license to AbbVie allows it to continue using certain of Abbott’s trademarks in order
to provide sufficient time for AbbVie to rebrand or phase out its use of the licensed marks. AbbVie
must cease all use of the licensed marks within a certain period of time after the distribution date,
which period is determined as follows: five years from the distribution date for use of the licensed
marks on the products themselves, two years from the distribution date for other uses of the licensed
marks on product packaging and labeling, and one year from the distribution date for uses of the
licensed marks in other electronic and printed materials. If AbbVie is unable to discontinue use of the
licensed marks within these time frames, it may request Abbott’s consent for an extension with such
consent not to be unreasonably withheld. The license to Abbott allows it to use certain of AbbVie’s
trademarks in the course of providing services to AbbVie pursuant to the terms and conditions of the
transition services agreements and international commercial operations agreements. The term of this
license from AbbVie to Abbott is for the duration of the services being provided. Either party may
immediately terminate its license to the other if the other party breaches the agreement’s use
restrictions or contests the licensing party’s trademark rights and fails to cure such breach within a
reasonable period of time.
Lease Agreements
AbbVie and Abbott entered into lease agreements pursuant to which AbbVie or Abbott, as the
case may be, leased office, warehouse, laboratory and manufacturing facilities from the other party.
AbbVie leased from Abbott a portion of Abbott Park, Abbott’s current headquarters, as well as office
and warehouse space in Germany and Chile, manufacturing and office space in Spain, and office space
in Mexico. Abbott leased from AbbVie manufacturing, office, and warehouse facilities in Puerto Rico,
Germany, Ireland, and Italy and laboratory space in the United States. Other than the lease for a
portion of Abbott Park, which has an initial term of 20 years, the agreements under which AbbVie
leases property from Abbott have terms ranging from one to two years.
Each of AbbVie and Abbott, as lessee, will pay rent to the other party. Rent payments are
generally adjusted each year of the lease to reflect increase or decreases in operating and maintenance
expenses and other factors. The lessor may generally terminate a lease in the event of a material
uncured default by the lessee.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
AbbVie believes that during 2012 its officers and directors complied with all filing requirements
under Section 16(a) of the Securities Exchange Act of 1934.
OTHER MATTERS
The Board of Directors knows of no other business to be transacted at the 2013 Annual Meeting
of Stockholders, but if any other matters do come before the meeting, it is the intention of the persons
named in the accompanying proxy to vote or act with respect to them in accordance with their best
judgment.
Date for Receipt of Shareholder Proposals for the 2014 Annual Meeting Proxy Statement
Shareholder proposals for presentation at the 2014 Annual Meeting must be received by AbbVie
no later than November 15, 2013 and must otherwise comply with the applicable requirements of the
Securities and Exchange Commission to be considered for inclusion in the proxy statement and proxy
for the 2014 meeting.
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