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13NOV201221352027
Exhibits 32.1 and 32.2 are furnished herewith and should not be deemed to be ‘‘filed’’ under the
Securities Exchange Act of 1934.
Exhibit
Number Exhibit Description
2.1 *Separation and Distribution Agreement dated as of November 28, 2012 by and between Abbott
Laboratories and AbbVie Inc. (incorporated by reference to Exhibit 2.1 of Amendment No. 6 to the
Company’s Registration Statement on Form 10 filed on November 30, 2012).
3.1 *Amended and Restated Certificate of Incorporation of AbbVie Inc. (incorporated by reference to
Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on January 2, 2013).
3.2 *Amended and Restated By-Laws of AbbVie Inc. (incorporated by reference to Exhibit 3.2 of the
Company’s Current Report on Form 8-K filed on January 2, 2013).
4.1 *Indenture dated as of November 8, 2012 between AbbVie Inc. and U.S. Bank National Association
(incorporated by reference to Exhibit 4.1 of Amendment No. 5 to the Company’s Registration
Statement on Form 10 filed on November 16, 2012).
4.2 *Supplemental Indenture No. 1 dated as of November 8, 2012 among AbbVie Inc. and U.S. Bank
National Association (incorporated by reference to Exhibit 4.2 of Amendment No. 5 to the
Company’s Registration Statement on Form 10 filed on November 16, 2012).
10.1 *U.S. Transition Services Agreement dated as of December 31, 2012 by and between Abbott
Laboratories and AbbVie Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current
Report on Form 8-K filed on January 2, 2013).
10.2 *Ex-U.S. Transition Services Agreement dated as of December 31, 2012 by and between Abbott
Laboratories and AbbVie Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Current
Report on Form 8-K filed on January 2, 2013).
10.3 *Tax Sharing Agreement entered into as of December 31, 2012 by and between Abbott
Laboratories and AbbVie Inc. (incorporated by reference to Exhibit 10.3 of the Company’s Current
Report on Form 8-K filed on January 2, 2013).
10.4 *Special Products Master Agreement dated as of December 31, 2012 by and between Abbott
Laboratories and AbbVie Inc. (incorporated by reference to Exhibit 10.4 of the Company’s Current
Report on Form 8-K filed on January 2, 2013).
10.5 *Employee Matters Agreement dated as of December 31, 2012 by and between Abbott
Laboratories and AbbVie Inc. (incorporated by reference to Exhibit 10.5 of the Company’s Current
Report on Form 8-K filed on January 2, 2013).
10.6 *Information Technology Agreement dated as of December 31, 2012 by and between Abbott
Laboratories and AbbVie Inc. (incorporated by reference to Exhibit 10.8 of the Company’s Current
Report on Form 8-K filed on January 2, 2013).
10.11 *Transitional Trademark License Agreement dated as of December 31, 2012 by and between
Abbott Laboratories and AbbVie Inc. (incorporated by reference to Exhibit 10.9 of the Company’s
Current Report on Form 8-K filed on January 2, 2013).
2014 Form 10-K 109
EXHIBIT INDEX
ABBVIE INC.
ANNUAL REPORT
FORM 10-K
2014