Item 1.01
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Entry into a Material Definitive Agreement.
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Exchange Offers
and Consent Solicitations
On May 14, 2020 (the “Settlement
Date”), AbbVie Inc. (“AbbVie”) completed its previously announced (i) offers to exchange (each, an “Exchange
Offer” and, collectively, the “Exchange Offers”) any and all outstanding notes of certain series issued by Allergan
Finance, LLC (“Allergan Finance”), Allergan, Inc. (“Allergan Inc”), Allergan Sales, LLC (“Allergan
Sales”) and Allergan Funding SCS (“Allergan Funding” and, together with Allergan Finance, Allergan Inc and Allergan
Sales, “Allergan”) (the “Allergan Notes”) for new notes issued by AbbVie and (ii) related consent solicitations
(each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) made by AbbVie on behalf
of Allergan to adopt certain amendments (the “Amendments”) to each of the indentures
governing the Allergan Notes (the “Allergan Indentures”). Pursuant to the Exchange Offers and Consent Solicitations,
the aggregate principal amounts of the Allergan Notes set forth in the table below were validly tendered and subsequently accepted.
Such accepted Allergan Notes will be retired and canceled and will not be reissued. Following such cancellation, the aggregate
principal amounts of the Allergan Notes set forth below will remain outstanding.
Title of Series of Allergan Notes
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Issuer
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Aggregate
Principal Amount
Tendered and
Accepted
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Aggregate
Principal Amount
Outstanding
Following Settlement
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3.375% Senior Notes due 2020
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Allergan Inc
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$
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311,602,000
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$
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338,398,000
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4.875% Senior Notes due 2021
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Allergan Sales
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$
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431,559,000
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$
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18,441,000
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5.000% Senior Notes due 2021
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Allergan Sales
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$
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1,175,701,000
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$
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24,299,000
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3.450% Senior Notes due 2022
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Allergan Funding
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$
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2,627,036,000
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$
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251,188,000
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3.250% Senior Notes due 2022
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Allergan Finance
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$
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1,462,358,000
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$
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237,642,000
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2.800% Senior Notes due 2023
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Allergan Inc
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$
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244,575,000
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$
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105,425,000
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3.850% Senior Notes due 2024
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Allergan Funding
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$
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945,394,000
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$
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91,346,000
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3.800% Senior Notes due 2025
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Allergan Funding
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$
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2,890,467,000
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$
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130,225,000
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4.550% Senior Notes due 2035
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Allergan Funding
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$
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1,681,354,000
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$
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107,646,000
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4.625% Senior Notes due 2042
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Allergan Finance
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$
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389,217,000
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$
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67,493,000
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4.850% Senior Notes due 2044
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Allergan Funding
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$
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1,008,583,000
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$
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70,777,000
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4.750% Senior Notes due 2045
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Allergan Funding
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$
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827,096,000
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$
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53,860,000
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Floating Rate Notes due 2020
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Allergan Funding
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€
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547,703,000
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€
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152,297,000
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0.500% Senior Notes due 2021
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Allergan Funding
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€
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539,018,000
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€
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210,982,000
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1.500% Senior Notes due 2023
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Allergan Funding
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€
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433,228,000
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€
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66,772,000
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1.250% Senior Notes due 2024
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Allergan Funding
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€
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603,389,000
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€
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96,611,000
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2.625% Senior Notes due 2028
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Allergan Funding
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€
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427,893,000
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€
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72,107,000
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2.125% Senior Notes due 2029
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Allergan Funding
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€
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513,538,000
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€
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36,462,000
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Prior to the settlement of the Exchange
Offers and Consent Solicitations and upon receipt of the requisite consents to adopt the Amendments with respect to each series
of Allergan Notes, supplemental indentures were executed eliminating substantially all of the covenants, restrictive provisions,
events of default and any guarantees of the related Allergan Notes in each Allergan Indenture. Such supplemental indentures became
operative upon the Settlement Date.
In connection with the settlement of the
Exchange Offers and Consent Solicitations, on May 14, 2020, AbbVie issued:
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(i)
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$311,602,000 aggregate principal amount of 3.375% Senior Notes due 2020 (the “3.375% 2020
Notes”);
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(ii)
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$431,559,000 aggregate principal amount of 4.875% Senior Notes due 2021 (the “4.875% 2021
Notes”);
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(iii)
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$1,175,701,000 aggregate principal amount of 5.000% Senior Notes due 2021 (the “5.000% 2021
Notes”);
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(iv)
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$2,627,036,000 aggregate principal amount of 3.450% Senior Notes due 2022 (the “3.450% 2022
Notes”);
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(v)
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$1,462,358,000 aggregate principal amount of 3.250% Senior Notes due 2022 (the “3.250% 2022
Notes”);
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(vi)
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$244,575,000 aggregate principal amount of 2.800% Senior Notes due 2023 (the “2.800% 2023
Notes”);
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(vii)
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$945,394,000 aggregate principal amount of 3.850% Senior Notes due 2024 (the “3.850% 2024
Notes”);
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(viii)
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$2,890,467,000 aggregate principal amount of 3.800% Senior Notes due 2025 (the “3.800% 2025
Notes”);
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(ix)
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$1,681,354,000 aggregate principal amount of 4.550% Senior Notes due 2035 (the “4.550% 2035
Notes”);
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(x)
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$389,217,000 aggregate principal amount of 4.625% Senior Notes due 2042 (the “4.625% 2042
Notes”);
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(xi)
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$1,008,583,000 aggregate principal amount of 4.850% Senior Notes due 2044 (the “4.850% 2044
Notes”);
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(xii)
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$827,096,000 aggregate principal amount of 4.750% Senior Notes due 2045 (the “4.750% 2045
Notes” and, together with the 3.375% 2020 Notes, the 4.875% 2021 Notes, the 5.000% 2021 Notes, the 3.450% 2022 Notes, the
3.250% 2022 Notes, the 2.800% 2023 Notes, the 3.850% 2024 Notes, the 3.800% 2025 Notes, the 4.550% 2035 Notes, the 4.625% 2042
Notes, the 4.850% 2042 Notes and the 4.850% 2044 Notes, the “USD Notes”);
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(xiii)
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€547,703,000 aggregate principal amount of Floating Rate Notes due 2020 (the “2020 Floating
Rate Notes”);
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(xiv)
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€539,018,000 aggregate principal amount of 0.500% Senior Notes due 2021 (the “0.500%
2021 Notes”);
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(xv)
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€433,228,000 aggregate principal amount of 1.500% Senior Notes due 2023 (the “1.500%
2023 Notes”);
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(xvi)
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€603,389,000 aggregate principal amount of 1.250% Senior Notes due 2024 (the “1.250%
2024 Notes”);
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(xvii)
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€427,893,000 aggregate principal amount of 2.625% Senior Notes due 2028 (the “2.625%
2028 Notes”); and
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(xviii)
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€513,538,000 aggregate principal amount of 2.125% Senior Notes due 2029 (the “2.125%
2029 Notes” and, together with the 2020 Floating Rate Notes, the 0.500% 2021 Notes, the 1.500% 2023 Notes, the 1.250% 2024
Notes and the 2.625% 2028 Notes, the “Euro Notes” and the Euro Notes, together with the USD Notes, the “Notes”).
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The USD Notes
are governed by an indenture, dated November 8, 2012 (the “Base Indenture”),
by and between AbbVie and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by Supplemental
Indenture No. 8, dated May 14, 2020 (the “USD Supplemental Indenture”), by and between AbbVie and the Trustee. The
Euro Notes are governed by the Base Indenture, as supplemented by Supplemental Indenture No. 9, dated
May 14, 2020 (the “Euro Supplemental Indenture”), among AbbVie, the Trustee, Elavon Financial Services DAC,
U.K. Branch, as paying agent (the
“Paying Agent”), and U.S. Bank National Association, as transfer agent and registrar (in
such capacity, the “Transfer Agent” and the “Registrar”). In
connection with the issuance of the Euro Notes, AbbVie, the Trustee, the Paying Agent, the Transfer Agent, Elavon Financial Services
DAC, U.K. Branch, as calculation agent and the Registrar
also entered into an agency agreement, dated May 14, 2020 (the “Agency Agreement”).
The
Notes are unsecured, unsubordinated obligations of AbbVie and will rank equally in right of payment with all of AbbVie’s
existing and future unsecured, unsubordinated indebtedness, liabilities and other obligations.
The
interest rate and maturity date for each series of Notes is as follows:
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(i)
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The 3.375% 2020 Notes will bear interest at a rate of 3.375% per annum and will mature on September
15, 2020.
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(ii)
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The 4.875% 2021 Notes will bear interest at a rate of 4.875% per annum and will mature on February
15, 2021.
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(iii)
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The 5.000% 2021 Notes will bear interest at a rate of 5.000% per annum and will mature on December
15, 2021.
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(iv)
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The 3.450% 2022 Notes will bear interest at a rate of 3.450% per annum and will mature on March
15, 2022.
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(v)
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The 3.250% 2022 Notes will bear interest at a rate of 3.250% per annum and will mature on October
1, 2022.
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(vi)
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The 2.800% 2023 Notes will bear interest at a rate of 2.800% per annum and will mature on March
15, 2023.
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(vii)
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The 3.850% 2024 Notes will bear interest at a rate of 3.850% per annum and will mature on June
15, 2024.
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(viii)
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The 3.800% 2025 Notes will bear interest at a rate of 3.800% per annum and will mature on March
15, 2025.
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(ix)
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The 4.550% 2035 Notes will bear interest at a rate of 4.550% per annum and will mature on March
15, 2035.
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(x)
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The 4.625% 2042 Notes will bear interest at a rate of 4.625% per annum and will mature on October
1, 2042.
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(xi)
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The 4.850% 2044 Notes will bear interest at a rate of 4.850% per annum and will mature on June
15, 2044.
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(xii)
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The 4.750% 2045 Notes will bear interest at a rate of 4.750% per annum and will mature on March
15, 2045.
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(xiii)
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The 2020 Floating Rate Notes will bear interest at a variable rate, which for any particular interest
period will be a per annum rate equal to EURIBOR as determined on the applicable interest determination date by the calculation
agent appointed by AbbVie, which initially will be the Paying Agent, plus 0.350%, and will mature on November 15, 2020.
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(xiv)
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The 0.500% 2021 Notes will bear interest at a rate of 0.500% per annum and will mature on June
1, 2021.
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(xv)
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The 1.500% 2023 Notes will bear interest at a rate of 1.500% per annum and will mature on November
15, 2023.
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(xvi)
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The 1.250% 2024 Notes will bear interest at a rate of 1.250% per annum and will mature on June
1, 2024.
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(xvii)
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The 2.625% 2028 Notes will bear interest at a rate of 2.625% per annum and will mature on November
15, 2028.
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(xviii)
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The 2.125% 2029 Notes will bear interest at a rate of 2.125% per annum and will mature on June
1, 2029.
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The foregoing
summary of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the
Base Indenture attached as Exhibit 4.1 hereto; (ii) the USD Supplemental Indenture attached as Exhibit 4.2 hereto; (iii) the Euro
Supplemental Indenture attached as Exhibit 4.15 hereto; (iv) the forms of the Notes attached as Exhibits 4.3, 4.4, 4.5, 4.6, 4.7,
4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.17, 4.18, 4.19, 4.20, 4.21 and 4.22 hereto; and (v) the Agency Agreement attached as
Exhibit 4.16 hereto, the terms of which are in each case incorporated herein by reference.
Registration
Rights Agreement
On May 14, 2020,
in connection with the completion of the Exchange Offers, AbbVie and Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup
Global Markets Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and Wells Fargo Securities,
LLC, as dealer managers, entered into a registration rights agreement with respect to the Notes (the “Registration Rights
Agreement”). AbbVie agreed under the Registration Rights Agreement to, among other things, use its commercially reasonable
efforts to (i) file a registration statement on an appropriate registration form with respect to a registered offer to exchange
the Notes for new notes, with terms substantially identical in all material respects to the Notes, and (ii) cause such registration
statement to become effective under the Securities Act of 1933, as amended. AbbVie shall be obligated to pay additional interest
on the Notes if it does not complete the exchange offer on or prior to the 365th day after the issuance of the Notes, or if the
shelf registration statement with respect to the Notes (if required to be filed) is not declared effective by the later of (i)
180 days after the 365th day after the issuance of the Notes or (ii) 180 days after the receipt of the relevant request for filing
of a shelf registration statement from any of the dealer managers pursuant to the terms of the Registration Rights Agreement.
The foregoing
summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Registration Rights Agreement attached as Exhibit 4.23 hereto, the terms of which are incorporated herein by reference.