Common use of Reports Clause in Contracts

Reports. (i) AbbVie has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes (or file with the SEC for public availability), within the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall comply with TIA Section 314 to the extent applicable. Any information, documents or reports that are required by TIA Section 314 to be filed with the Trustee to the extent the same are filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, shall be filed with the Trustee within 15 days of filing the same with the SEC. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent any reportsuch information is not furnished within the time periods specified above and such information is subsequently furnished (including upon becoming publicly available, scheduleby filing such information with the SEC), formthe Company shall be deemed to have satisfied its obligations with respect thereto as such time and any Default with respect thereto shall be deemed to have been cured. If, statementat any time the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, prospectusthe Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, registration statement or other document notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (iib) As If the Company has designated any of its filing date Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (or, if amended or superseded by a filing prior to the date a) of this AgreementSection 4.03 will include a reasonably detailed presentation, either on the date face of such amended the financial statements or superseding filing), each AbbVie SEC Document filed or furnished prior to in the date of this Agreement did notfootnotes thereto, and each AbbVie SEC Document filed or furnished subsequent to the date in Management’s Discussion and Analysis of this Agreement will notFinancial Condition and Results of Operations, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingfinancial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (iiic) AbbVie isFor so long as any Notes remain outstanding, if at any time the Company and since January 1, 2017 has been, in compliance in all material respects the Guarantors are not required to file with the SEC the reports required by paragraphs (Aa) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (Bb) of this Section 4.03, the applicable listing Company and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material Guarantors will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely So long as any Notes are outstanding, the Company will file with the Commission and furnish to the Trustee and, upon request, to the Holders: (1) within 90 days after the end of each fiscal year, an annual report on Form 10-K; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a quarterly report on Form 10-Q; and (3) promptly from time to time after the occurrence of an event required to be therein reported pursuant to Form 8-K, a current report on Form 8-K. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.16 with the Commission within the time periods specified above unless the Commission will not accept such a filing. If the Commission will not accept the Company’s filings for any reason, the Company will furnish the reports referred to in the preceding paragraphs to the Trustee within the time periods that would apply if the Company were required to file those reports with the Commission. The Company will not take any action for the purpose of causing the Commission not to accept any such filings. Any information filed with with, or furnished to, the Commission via ▇▇▇▇▇ shall be deemed to have been made available to the SEC all reportsTrustee and the registered Holders of the Notes. (b) Notwithstanding the foregoing, schedules(A) if Holdings or any other direct or indirect parent of the Company fully and unconditionally guarantees the Notes, formsthe filing of such reports by such parent within the time periods specified above will satisfy such obligations of the Company; provided that such reports shall include the information required by Rule 3-10 of Regulation S-X with respect to the Company and the Guarantors and (B) if neither the Company nor Holdings is subject to Section 13 or 15(d) of the Exchange Act, the financial statements, prospectuses, registration statements information and other documents required to be filed with provided as described above, may be those of (i) the Company or (ii) any direct or indirect parent of the Company, so long as in the case of (ii) such direct or indirect parent of the Company shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all of the Equity Interests in, and its management of, the Company; provided that, if the financial information so furnished relates to such direct or indirect parent of the Company, the same is accompanied by a reasonably detailed description of the quantitative differences between the information relating to such parent, on the one hand, and the information relating to the SEC by AbbVie since January 1Company and its Restricted Subsidiaries on a standalone basis, 2017 (collectively, together with any exhibits and schedules thereto and on the other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEChand. (iic) As of its filing date (or, if amended or superseded by a filing prior The Company shall distribute such information and such reports to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did notTrustee, and each AbbVie SEC Document filed make them available, upon request, to any Holder and to any such prospective investor or furnished subsequent to securities analyst. To the date of this Agreement will notextent not satisfied by the foregoing, contain any untrue statement of a material fact or omit to state any material fact necessary in order to the Company shall also make publicly available the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required available pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) AbbVie has timely filed all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or furnished in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the SEC annual information only, a report thereon by the Company’s certified independent accountants and (ii) all reports, schedules, forms, statements, prospectuses, registration statements and other documents current reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, on Form 8-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file any reportsuch reports, schedulein each case, form, statement, prospectus, registration statement or other document with within the time periods specified in the SEC. (ii) As ’s rules and regulations. For so long as Holdings or another direct or indirect parent company of the Company is a guarantor of the Notes, this Indenture will permit the Company to satisfy its filing date (or, if amended or superseded by a filing prior to obligations under the date first sentence of this AgreementSection 4.03(a) by furnishing financial information relating to Holdings; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings, on the date of such amended or superseding filing)one hand, each AbbVie SEC Document filed or furnished prior and the information relating to the date of this Agreement did notCompany and its Restricted Subsidiaries on a stand-alone basis, and each AbbVie SEC Document filed on the other hand. In addition, whether or furnished subsequent to not required by the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSEthe SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (ivb) AbbVie For so long as any Notes remain outstanding, the Company and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material Guarantors shall furnish to the AbbVie GroupHolders and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (vc) AbbVie Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and its Subsidiaries have established other reports, delivery of such information, reports or certificates or any annual reports, information, documents and maintain a system of internal controls designed other reports to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting Trustee is for informational purposes only, and the preparation of AbbVieTrustee’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation receipt of such internal controls prior shall not constitute constructive or actual notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the date of this Agreement, Trustee is entitled to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsrely exclusively on Officers’ Certificates).

Reports. (ia) AbbVie has timely filed with Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to Holders, within the SEC time periods (including any extensions thereof) specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any exhibits and schedules thereto and other information incorporated thereinreason, the “AbbVie Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC Documents”)within the time periods specified above unless the SEC will not accept such a filing. No Subsidiary The Company agrees that it shall not take any action for the purpose of AbbVie is causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file any report, schedule, form, statement, prospectus, registration statement or other document those reports with the SEC. (iib) As of its filing date (orSo long as the Parent Guarantor continues to own, if amended directly or superseded by a filing prior to the date of this Agreementindirectly, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light all of the circumstances Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under which they were made, not misleadingthis Section 4.03. (iiic) AbbVie isIn addition, the Company and since January 1the Guarantors agree that, 2017 has beenfor so long as any Notes remain outstanding, in compliance in all material respects with (A) at any time they are not required to file the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under by the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to bepreceding paragraphs with the Commission, individually or in the aggregate, material they shall furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (i) AbbVie has timely filed with Whether or furnished to not required by the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE.the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders (or file with the SEC for public availability), within the time periods specified in the SEC’s rules and regulations: (iv1) AbbVie all quarterly and its Subsidiaries have established annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and maintain disclosure controls and procedures (as defined in Rule 13a-15 under 10-K if the Exchange Act). Such disclosure controls and procedures are designed Company were required to ensure that material information relating to AbbViefile such Forms, including its consolidated Subsidiariesa “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material with respect to the AbbVie Groupannual information only, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbViereport thereon by the Company’s principal executive officer and principal certified independent accountants; and (2) all financial officer to material information that would be required to be included in AbbVie’s periodic a Form 8-K filed with the SEC if the Company were required to file such reports. The Trustee shall have no liability or responsibility for the filing, timeliness or content of any such reports, documents or information filed by the Company and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation delivery of such internal controls prior reports, documents or information to the date Trustee is for informational purposes only and receipt of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design such shall not constitute constructive notice thereof or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial any information and (B) any fraudcontained therein. In addition, whether or not materialrequired by the rules and regulations of the SEC, the Company will file a copy of all such information and reports with the SEC for public availability (unless the SEC will not accept such a filing) and make such information available to investors who request it in writing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. The Trustee shall have no liability or responsibility for the filing, content or timeliness of any such report. Notwithstanding the foregoing, if at any time the Notes are Guaranteed by any direct or indirect parent company of the Company, the Company shall satisfy its obligations under this covenant with respect to financial information relating to the Company by furnishing financial information relating to such direct or indirect parent company; provided, however, that involves management the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent company and any of its Subsidiaries other employees who have than the Company and its Subsidiaries, on the one hand, and the information relating to the Company, the Subsidiary Guarantors and the other Subsidiaries of the Company on a significant role in internal controlsstandalone basis, on the other hand.

Reports. (i) AbbVie has timely filed with or furnished During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to the SEC all MAYO semi-annual reports, schedulesdue within 45 days after the end of each June and December, formssummarizing the efforts of ACORDA, statements, prospectuses, registration statements its Affiliates and other documents required its Sublicensees to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits develop and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SECcommercialize Licensed Products. (iia) As If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its filing date (orAffiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and commercialize Licensed Products and, if amended or superseded either Party requests, the Parties shall meet to discuss the situation. (b) At any time during such 60-day period, either Party may request the use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a filing prior single mediator, who shall have experience and be knowledgeable in the pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the date of this Agreement, on the date selection of such amended or superseding filing)mediator, each AbbVie SEC Document filed or furnished prior to unless the date Parties otherwise agree. The costs of this Agreement did notany such mediation, including administrative fees and fees of the mediator, shall be shared equally by the Parties, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary Party shall bear its own expenses in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingsuch mediation. (iiic) AbbVie isIf, and since January 1, 2017 has been, in compliance in all material respects with (A) at the applicable provisions end of the ▇▇▇▇▇▇▇▇later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-▇▇▇▇▇ Act and (B) Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the applicable listing and corporate governance rules and regulations of NYSEarbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect to the period in question. (ivd) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, The foregoing is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed intended to provide reasonable assurance regarding MAYO the reliability of AbbVie’s financial means to reasonably exercise its rights hereunder, and shall not be used to place unreasonable reporting and burdens on ACORDA. MAYO may not commence a request for the preparation of AbbVie’s financial statements foregoing information from ACORDA for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have at least one year after MAYO last commenced a significant role in internal controlsrequest therefor.

Reports. (i) AbbVie has timely filed with Whether or furnished to not required by the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE.the SEC, so long as any Notes are outstanding, the Company will furnish to Holders (or file with the SEC for public availability), within the time periods specified in the SEC’s rules and regulations: (iv1) AbbVie all quarterly and its Subsidiaries have established annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and maintain disclosure controls and procedures (as defined in Rule 13a-15 under 10-K if the Exchange Act). Such disclosure controls and procedures are designed Company were required to ensure that material information relating to AbbViefile such Forms, including its consolidated Subsidiariesa “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material with respect to the AbbVie Groupannual information only, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbViereport thereon by the Company’s principal executive officer and principal certified independent accountants; and (2) all financial officer to material information that would be required to be included in AbbVie’s periodic a Form 8-K filed with the SEC if the Company were required to file such reports. The Trustee shall have no liability or responsibility for the filing, timeliness or content of any such reports, documents or information filed by the Company and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation delivery of such internal controls prior reports, documents or information to the date Trustee is for informational purposes only and receipt of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design such shall not constitute constructive notice thereof or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial any information and (B) any fraudcontained therein. In addition, whether or not materialrequired by the rules and regulations of the SEC, the Company will file a copy of all such information and reports with the SEC for public availability (unless the SEC will not accept such a filing) and make such information available to investors who request it in writing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. The Trustee shall have no liability or responsibility for the filing, content or timeliness of any such report. Notwithstanding the foregoing, if at any time the Notes are Guaranteed by any direct or indirect parent company of the Company, the Company shall satisfy its obligations under this covenant with respect to financial information relating to the Company by furnishing financial information relating to such direct or indirect parent company; provided, however, that involves management the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent company and any of its Subsidiaries other employees who have than the Company and its Subsidiaries, on the one hand, and the information relating to the Company, the Subsidiary Guarantors and the other Subsidiaries of the Company on a significant role in internal controlsstandalone basis, on the other hand.

Reports. (a) With respect to each calendar year, each Operator shall prepare and deliver to each Member holding Membership Interests of a Series to which the Facility or Facilities operated by such Operator relate, on a per-Series basis: (i) AbbVie has timely filed with Within 75 Days after the end of such calendar year, a statement of operations and a statement of cash flows for such year, a balance sheet as of the end of such year, and an audited report thereon of the Certified Public Accountants; provided that, upon the written request of one or furnished more Members holding Membership Interests of the applicable Series at least [***] Days prior to the SEC all reportsapplicable calendar year end, scheduleswhich request shall be a standing request effective for subsequent calendar years unless and until revoked by the requesting Member, forms, statements, prospectuses, registration statements such Operator shall prepare and other documents required to be filed with or furnished deliver to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other requesting Member(s) within 25 Days after the end of each such calendar year the foregoing information incorporated therein, except for the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any audited report, schedulewhich such Operator shall use reasonable efforts to prepare and deliver to the requesting Member(s) no later than 14 Days prior to any regulatory, form, statement, prospectus, registration statement contractual or other document with the SECfiling deadlines of such Member for which such Operator has been notified by such Member. (ii) As Within 75 Days after the end of its filing date such calendar year, such federal, state and local income tax returns and such other accounting and tax information and schedules as shall be necessary for tax reporting purposes by each such Member with respect to such year. (or, if amended b) Upon the written request of one or superseded by a filing more Founding Members at least [***] Days prior to the date applicable calendar year end, each Operator shall use reasonable efforts to prepare and deliver to the requesting Founding Member(s) the following information with respect to Series A Membership Interests and/or any Membership Interests of this Agreementa Series to which the Facility or Facilities operated by such Operator relate within [***] Days after the end of such calendar year, on a per-Series basis: (i) A discussion and analysis of the date results of such amended or superseding filing)operations including detailed explanations of significant variances in revenues, each AbbVie SEC Document filed or furnished prior expenses and cash flow activities appearing in the audited financial statements, as compared to the date of this Agreement did notsame periods in the prior calendar year, and each AbbVie SEC Document filed or furnished subsequent to the date relevant operational statistics, including volumetric data; (ii) A schedule of this Agreement amounts due by year for contractual obligations that will notimpact Available Cash including notes payable, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made thereincapital leases, in light of the circumstances under which they were madeoperating leases, not misleading.and purchase obligations; and (iii) AbbVie isA three-year forward-looking forecast that includes a balance sheet, profit and loss statement, and since January 1a statement of cash flows. Such forecast shall include information pertaining to the underlying assumptions used in its preparation including volumetric, 2017 has beenrevenue per-unit and capital expenditure assumptions. Such forecast also shall be updated within 45 Days after execution by the Company of a material Gas Transportation Service Agreement related to such Series if the timing and amount of revenues or expenses resulting from such agreement are materially different than estimates included in the forward-looking forecast. The reasonable incremental cost to the applicable Operator(s) of preparing the above reports shall be reimbursed to such Operator(s) by the Founding Member requesting such reports and, in compliance the case of two or more Founding Members requesting such reports, equally by such Founding Members. Such cost shall be determined in accordance with the Accounting Procedure set forth in the applicable COM Agreement(s). (c) Within 25 Days after the end of each calendar month, each Operator shall cause to be prepared and delivered to each Member holding Membership Interests of a Series to which the Facility or Facilities operated by such Operator relate with an appropriate certification of the Person authorized to prepare the same (provided that the Series A Management Committee may change the financial statements required by this Section 9.02(c) to a quarterly basis or may make such other change therein as it may deem appropriate), on a per-Series basis: (i) A statement of operations for such month (including sufficient information to permit the Members to calculate their tax accruals) and for the portion of the calendar year then ended as compared with the same periods for the prior calendar year and with the budgeted results for the current periods; (ii) A balance sheet as of the end of such month and the portion of the calendar year then ended; and (iii) For quarter month end, a statement of cash flows for the portion of the calendar year then ended as compared to the same period for the prior calendar year. (d) In addition to its obligations under subsections (a), (b), and (c) of this Section 9.02, but subject to Section 3.06, each Operator shall timely prepare and deliver to any Member holding Membership Interests of a Series to which the Facility or Facilities operated by such Operator relate, upon request and on a per-Series basis, all material respects of such additional financial statements, notes thereto and additional financial information as may be required in order for such Member or an Affiliate of such Member to comply with any reporting requirements under (Ai) the applicable provisions Securities Act of 1933, as amended, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations promulgated thereunder, (ii) the Securities Exchange Act of NYSE1934, as amended, and the rules and regulations promulgated thereunder, and (iii) any national securities exchange or automated quotation system. The reasonable incremental cost to such Operator(s) of preparing and delivering such additional financial statements, notes thereto and additional financial information, including any required incremental audit fees and expenses, shall be reimbursed to such Operator(s) by the Member requesting such reports and, in the case of two or more Members requesting such additional information, equally by such Members. Such cost shall be determined in accordance with the Accounting Procedure set forth in the applicable COM Agreement(s). (ive) AbbVie Each Operator with respect to the Facilities of a Series shall also cause to be prepared and its Subsidiaries have established delivered to each Founding Member of such Series such other reports, forecasts, studies, budgets and maintain disclosure controls other information as such Founding Member may reasonably request from time to time. (f) For purposes of clarification and procedures not limitation, any audit or examination by a Member pursuant to Section 3.6 of the Existing COM Agreement (as defined in Rule 13a-15 under or any substantially similar provision of any other COM Agreement) may, at the Exchange Act). Such disclosure controls option of such Member, include audit or examination of the books, records and procedures are designed other support for the costs incurred pursuant to ensure that material subsections (b) and (e) of this Section 9.02. (g) For the avoidance of doubt, a Member is entitled to receive, pursuant to this Section 9.02, only those reports, statements or other financial information relating to AbbVieSeries held by such Member, including its consolidated Subsidiariesand such Member shall not receive any reports, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually statements or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report other financial information and (B) relating to any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsSeries.

Reports. Within ten (i10) AbbVie business days after the end of each calendar quarter, Licensee shall (a) provide each of Gilead and MPP with a detailed report of amounts of API and Product produced, API and Product on stock, total invoiced sales, Net Sales, the deductions used to determine Net Sales, number of units of Product sold, each of which shall be reported on the smallest unit, pack size and value of sales in US dollars on a Product-by-Product, country-by-country, month-by-month and purchaser-by-purchaser basis, adjustments for Combination Products (pursuant to Section 4.2) including calculations showing the Net Sales of the EVG component of any EVG Combination Product or Quad Product, total royalties owed for the calendar quarter on a‌ country-by-country basis, the Third Party Resellers, if any, to which Licensee has timely filed provided Product and in what quantities, and Net Sales by each Third Party Reseller, and, in the case of the sale of any API to third-party manufacturers of Product, the identity of such third parties and quantities of API sold to each such third party (the “Quarterly Report”); (b) provide each of Gilead and MPP with or furnished a written certification of the accuracy of the contents of the Quarterly Report, signed by an appropriate Licensee senior officer; and (c) pay royalties due to Gilead for the SEC all reports, schedules, forms, statements, prospectuses, registration statements calendar quarter on a Product-by-Product and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectivelycountry-by-country basis. Additionally, together with any exhibits each Quarterly Report, Licensee shall provide Gilead and schedules thereto MPP with a Regulatory Report as set forth in Section 6.3. Licensee shall provide Quarterly Reports and other information incorporated therein, Regulatory Reports to Gilead and MPP at the “AbbVie SEC Documents”)addresses listed below. No Subsidiary of AbbVie is required Licensee shall pay royalties to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded Gilead by a filing prior wire transfer to the date of bank account indicated by Gilead from time to time. To the extent such Quarterly Reports relate to EVG, EVG Product, EVG Combination Product, or Quad Product, Gilead will have the right to share such Quarterly Reports with Japan Tobacco. Failure to provide timely reports as required under this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date Section and under Section 6.3 shall constitute a breach of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent shall provide MPP with the right to the date of terminate this Agreement will not, contain any untrue statement of a material fact or omit pursuant to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingSection 10.2. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (i) AbbVie has timely filed with or furnished to If requested by the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated thereinCompany, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any reportSubscription Agent shall notify Mr. Denis A. O'Connor at the Company (631-244-8244) or his designee, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇ ▇▇ Act or before 4:00 p.m., New York City time, on each business day during the period commencing with mailing of the Rights Certificates and ending at the Expiration Date (Band in the case of guaranteed delivery, ending three (3) business days after the Expiration Date), which notice shall thereafter be confirmed in writing, of (i) the applicable listing number of shares of Series B Preferred Stock validly subscribed for, (ii) the number of shares of Series B Preferred Stock subject to guaranteed delivery, (iii) the number of shares of Series B Preferred Stock for which defective subscriptions have been received and corporate governance rules and regulations the nature of NYSE. such defects, (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material number of shares of Series B Preferred Stock validly subscribed for pursuant to the AbbVie GroupOver-Subscription Rights, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie the amounts of collected and its Subsidiaries have uncollected funds in the subscription escrow account established and maintain a system of internal controls designed under this Agreement. At or before 5:00 p.m., New York City time, on the fifth business day following the Expiration Date, or upon the request from the Company from time to provide reasonable assurance regarding time thereafter, the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes Subscription Agent shall certify in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior writing to the date Company the cumulative totals through the Expiration Date of this Agreementall the information set forth in clauses (i) through (v) above. At or before 5:00 p.m., New York City time, on the fifth business day following receipt from the Company of written instructions to AbbVie’s auditors mail the shares of Series B Preferred Stock subscribed for pursuant to the Rights, the Subscription Agent will execute and deliver to the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses Company a certificate in the design or operation form of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize Exhibit B hereto. The Subscription Agent shall also maintain and report financial information and (B) any fraud, whether or not material, that involves management or other employees update a listing of holders who have a significant role fully or partially exercised their Rights and holders who have not exercised their Rights. The Subscription Agent shall provide the Company or their designees with such information compiled by the Subscription Agent pursuant to this Section 12 as any of them shall request from time to time by telephone or telecopy. The Subscription Agent hereby represents, warrants and agrees that the information contained in internal controlseach notification referred to in this Section 12 shall be accurate in all material respects.

Reports. Within [***] days after the conclusion of each Calendar Quarter commencing with the first Calendar Quarter in which Net Sales are generated or Sublicense Income is received, Company shall deliver to Broad a report containing, as applicable, the following information, on a Licensed Product-by-Licensed Product and country-by-country basis (i) AbbVie has timely filed with or furnished and, in the case of the requirement under Section 5.1.1(c), to the SEC extent such itemized listing of allowable deductions is available from Sublicensees under the terms of the relevant Sublicenses): (a) quantity of Licensed Products sold or otherwise transferred by Invoicing Entities for the applicable Calendar Quarter; (b) the gross amount billed or invoiced for Licensed Products sold or otherwise transferred by Invoicing Entities during the applicable Calendar Quarter; CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (c) a calculation of Net Sales for the applicable Calendar Quarter, including an itemized listing of allowable deductions; (d) a reasonably detailed accounting of all reports, schedules, forms, statements, prospectuses, registration statements Sublicense Income received during the applicable Calendar Quarter; and (e) the total amount payable to Broad in U.S. Dollars on Net Sales and other documents required to be filed with or furnished to Sublicense Income for the SEC by AbbVie since January 1, 2017 (collectivelyapplicable Calendar Quarter, together with any exhibits the exchange rates used for conversion. Company shall use reasonable efforts to include in each Sublicense a provision requiring the Sublicensee to provide the information required under this Section 5.1.1. Each such report shall be certified on behalf of Company as true, correct and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance complete in all material respects with (Arespect to the information required under Sections 5.1.1(a) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Actthrough 5.1.1(e). Such disclosure controls and procedures If no amounts are designed due to ensure that material information relating to AbbVieBroad for a particular Calendar Quarter, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Actreport shall so state. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (i) AbbVie has timely filed with or furnished unless the SEC will not accept such a filing, in which case the Company will furnish to the SEC Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulation) (a) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file any report, schedule, form, statement, prospectus, registration statement or other document such reports; and (b) all current reports that would be required to be filed with the SEC. (ii) As of its filing date (or, SEC on Form 8-K if amended or superseded by a filing prior the Company were required to the date of this Agreement, on the date of file such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement reports. All such reports will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance be prepared in all material respects in accordance with (A) the applicable provisions all of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under applicable to such reports. Each annual report on Form 10-K will include a report on the Exchange Act)Company’s consolidated financial statements by the Company’s certified independent accountants. Such disclosure controls and procedures are designed If, at any time, the Company is no longer subject to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under reporting requirements of the Exchange Act are being preparedfor any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. Except The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. If the Company has designated any of its Subsidiaries as has not been Unrestricted Subsidiaries, then, to the extent material, the quarterly and would not annual financial information required by the preceding paragraphs will include a reasonably be expected to bedetailed presentation, individually either on the face of the financial statements or in the aggregatefootnotes thereto, material and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file the reports required by the preceding paragraphs with the SEC, they will furnish to the AbbVie Groupholders of Notes and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the SEC’s rules and regulations, the Company shall furnish to Holders of such Series or direct the Trustee in writing to furnish to the SEC Holders of Notes of such Series, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. To the extent such filings are made, the reports will be deemed to be furnished to the SEC by AbbVie since January 1Trustee and the Holders of the Notes. The Trustee shall not be responsible for determining whether such filings have been made. If, 2017 (collectively, together with at any exhibits and schedules thereto and other information incorporated thereintime, the “AbbVie Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC Documents”)within the time periods specified above unless the SEC will not accept such a filing. No Subsidiary The Company agrees that it shall not take any action for the purpose of AbbVie is causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on its website within the time periods that would apply if the Company were required to file any report, schedule, form, statement, prospectus, registration statement or other document those reports with the SEC. (iib) As In addition, the Company agrees that, for so long as any Notes of its filing date (ora Series remain outstanding, if amended or superseded at any time it is not required to file the reports required by a filing prior the preceding paragraphs with the SEC, it shall furnish to the date of this Agreement, on the date Holders of such amended or superseding filing)Series and to securities analysts and prospective investors, each AbbVie SEC Document filed or furnished prior to upon their request, the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (vc) AbbVie To the extent any information is not filed or provided within the time periods specified in this Section 4.03 and such information is subsequently filed or provided, the Company will be deemed to have satisfied its Subsidiaries obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have established been cured and maintain a system any acceleration of internal controls designed the Notes resulting therefrom will be deemed to provide reasonable assurance regarding have been rescinded so long as such rescission would not conflict with any applicable judgment or decree. (d) Delivery of the reliability of AbbVie’s financial reporting reports and documents described above to the Trustee is for informational purposes only, and the preparation of AbbVieTrustee’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation receipt of such internal controls prior shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the date of this Agreement, Trustee is entitled to AbbVieconclusively rely on an Officer’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsCertificate).

Reports. (i) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish to the SEC Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations for non-accelerated filers: (a) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Issuer were required to file any report, schedule, form, statement, prospectus, registration statement or other document such reports; and (b) all current reports that would be required to be filed with the SEC. (ii) As SEC on Form 8-K if the Issuer were required to file such reports; provided that the electronic filing of its filing date (or, if amended or superseded the foregoing reports by a filing prior to the date of this Agreement, Issuer on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-SEC’s ▇▇▇▇▇ Act system (or any successor system) shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and (B) any Holder of Notes. All such reports will be prepared in all material respects in accordance with all of the applicable listing and corporate governance rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Issuer’s consolidated financial statements by the Issuer’s certified independent accountants. In addition, the Issuer will file a copy of NYSE. each of the reports referred to in clauses (iva) AbbVie and (b) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others website within those entitiestime periods. If, including during at any time, the periods in which Issuer is no longer subject to the periodic reports required under reporting requirements of the Exchange Act are being preparedfor any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. Except as has The Issuer will not been and would not take any action reasonably be expected to because the SEC not to accept any such filings. If, individually or notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in the aggregatepreceding paragraphs on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC. If, material at any time, the Issuer does not have a class of equity listed on a national securities exchange, the Issuer will schedule a conference call to be held reasonably promptly, but not more than ten Business Days following the release of each report containing the financial information referred to in clause (a) above to discuss the information contained in such report. The Issuer will take reasonable steps to notify Holders of Notes about such call and provide them and prospective investors in the Notes with instructions to obtain access to such conference call concurrently with and in the same manner as each delivery of financial statements pursuant to clause (a) above. In addition, the Issuer agrees that, if at any time it is not required to file with the SEC the reports required by the preceding paragraphs, it will furnish to the AbbVie GroupHolders of Notes and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act for so long as the Notes are subject to resale restrictions under Rule 144 under the Securities Act. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish to Holders, within the SEC time periods (including any extensions thereof) specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file any report, schedule, form, statement, prospectus, registration statement or other document such reports; and (2) all current reports that would be required to be filed with the SEC. (ii) As of its filing date (or, SEC on Form 8-K if amended or superseded by a filing prior the Company were required to the date of this Agreement, on the date of file such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance reports. All such reports shall be prepared in all material respects in accordance with (A) the applicable provisions all of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, the Company shall file a copy of NYSEeach of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made, the reports shall be deemed to be furnished to the Trustee and Holders of Notes. If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on its website within the time periods that would apply if the Company were required to file those reports with the SEC. The Company shall at all times comply with TIA § 314(a). (ivb) AbbVie In addition, the Company and its Subsidiaries have established and maintain disclosure controls and procedures (the Guarantors agree that, for so long as defined in Rule 13a-15 under any Notes remain outstanding, at any time they are not required to file the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under by the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to bepreceding paragraphs with the SEC, individually or in the aggregate, material they shall furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (i) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the SEC Holders or cause the Trustee to furnish to the Holders, within the time periods specified in the SEC's rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file any report, schedule, form, statement, prospectus, registration statement or other document such reports; and (2) all current reports that would be required to be filed with the SEC. (ii) As of its filing date (or, SEC on Form 8-K if amended or superseded by a filing prior the Company were required to the date of this Agreement, on the date of file such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement reports. All such reports will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance be prepared in all material respects in accordance with (A) the applicable provisions all of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company's consolidated financial statements by the Company's certified independent accountants. In addition, following consummation of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and procedures are designed (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to ensure that material information relating such reports (unless the SEC will not accept such a filing or the Company has elected to AbbVie, including pay Special Interest in lieu of complying with the registration requirements of the Registration Rights Agreement) and will post the reports on its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others website within those entities, including during time periods. If the periods in which Company is not subject to the periodic reports required under reporting requirements of the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to befor any reason, individually or the Company will nevertheless file the reports specified in the aggregatepreceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing or the Company has elected to pay Special Interest in lieu of complying with the registration requirements of the Registration Rights Agreement. However, material if the Company does not file any such reports with the SEC, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (a) The Parent Guarantor will provide to the Trustee and each Holder or will provide to the Trustee for forwarding at the cost of the Parent Guarantor, to each Holder upon request, without cost to such Holder: (i) AbbVie as soon as available after the end of each Fiscal Year (and, in any event, within 120 days after the close of such Fiscal Year), annual reports in English, containing: (A) financial statements (containing a consolidated statement of financial position as of the end of such Fiscal Year and immediately preceding Fiscal Year and consolidated statements of comprehensive income, changes in equity and cash flows for such Fiscal Year and the immediately preceding Fiscal Year) with an audit report thereon by an internationally recognized independent firm of chartered accountants; (B) a statement of the determination of the amounts of Excess Cash and Cash as of the end of the Fiscal Year (including reasonable details as to the calculation thereof); and (C) the Pro Forma Information; (ii) as soon as available (and, in any event, within 60 days after the close of the first six months in each Fiscal Year) interim semiannual reports in English, containing (A) a condensed consolidated statement of financial position as of the end of each interim period covered thereby and as of the end of the immediately preceding Fiscal Year and condensed consolidated statements of comprehensive income and cash flows for each interim period covered thereby and for the comparable period of the immediately preceding Fiscal Year with a review report thereon; and (B) the Pro Forma Information; and (iii) whether or not the Parent Guarantor has timely filed equity listed on the ASX, any other documents filed, furnished or otherwise provided or that would be required to be provided to the ASX pursuant to the continuous reporting requirements under Australian securities laws and regulations and ASX rules if the Parent Guarantor had equity listed on the ASX, within the time periods specified therein. The Parent Guarantor need not provide those annual or interim reports to the Trustee and each Holder of the Notes if and to the extent that the Parent Guarantor files or furnishes those reports with the ASX and those reports are publicly available on the ASX website within the time periods referred to in clauses (i), (ii) and (iii) above. (b) All financial statements shall be prepared in accordance with Australian Accounting Standards and International Financial Reporting Standards, each as then in effect. Except as provided for above, no report need include separate financial statements for the Subsidiaries of the Parent Guarantor. (c) If the Parent Guarantor no longer has equity listed on the ASX, contemporaneously with the furnishing of each such report discussed under Section 4.16(a), the Parent Guarantor will also (a) file a press release with the appropriate internationally recognized wire services in connection with such report and (b) post such report on the Parent Guarantor’s website. The Parent Guarantor shall also post this Indenture, any supplemental indentures and the Amended Security Trust Deed on its website. The website which contains such annual, semi-annual and quarterly reports described under clauses (i), (ii) and (iii) of Section 4.16(a) of this covenant and the documents referred to in the immediately preceding sentence shall be made available to the public and shall not be password protected. (d) If the Parent Guarantor no longer has equity listed on the ASX, so long as any Notes are outstanding, the Parent Guarantor will also: (i) as soon as practicable, but in any event, no later than 20 Business Days, after furnishing to the Trustee the annual and semi-annual reports required by clauses (i) and (ii) of Section 4.16(a), hold a conference call to discuss such reports and the results of operations for the relevant reporting period; and (ii) issue a press release to an internationally recognized wire service no fewer than five Business Days prior to the date of the conference call required by the foregoing clause (i) of this paragraph, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders of the Notes, prospective investors, broker dealers and securities analysts to contact the appropriate person at the Parent Guarantor to obtain this information. (e) The Issuer shall deliver to the Trustee, within 120 days after the end of each Fiscal Year, an Officer’s Certificate that complies with Section 314(a)(4) of the Trust Indenture Act stating that in the course of the performance by the signer of its duties as an officer of the Issuer he would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period and if any specifying such Default, its status and what action the Issuer is taking or proposed to take with respect thereto. For purposes of this Section 4.16(e), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (f) The Parent Guarantor shall deliver written notice to a Responsible Officer of the Trustee within 30 days after an Officer becoming aware of the occurrence of a Default or an Event of Default. (g) In the event that the Parent Guarantor is neither subject to Section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Parent Guarantor will also, for so long as any Notes remain “restricted securities” under Rule 144(a)(3) under the Securities Act, furnish or cause to be furnished to the SEC all Holders, beneficial owners of the Notes, securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (h) The Issuer and the Parent Guarantor shall (i) deliver to a Responsible Officer of the Trustee, within 15 days after the Issuer or the Parent Guarantor, as the case may be, is required to file the same with the SEC, copies of the annual reports and of the information, documents and other reports, schedulesif any (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Issuer or the Parent Guarantor may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, formsif the Issuer or the Parent Guarantor is not required to file information, statementsdocuments or reports pursuant to either of said sections, prospectusesthen it shall deliver to a Responsible Officer of the Trustee and file with the SEC, registration statements in accordance with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (ii) deliver to a Responsible Officer of the Trustee and file with the SEC, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in such Trust Indenture Act; and (iii) transmit by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the delivery thereof to the Trustee, such summaries of any information, documents and reports required to be filed with by the Issuer or furnished the Parent Guarantor, as the case may be, pursuant to the SEC subparts (i) and (ii) of this Section 4.16(h) as may be required by AbbVie since January 1, 2017 (collectively, together with any exhibits rules and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required regulations prescribed from time to file any report, schedule, form, statement, prospectus, registration statement or other document with time by the SEC. (iii) As Delivery of its filing date (orany reports, if amended or superseded by a filing prior information and documents to the date of this AgreementTrustee pursuant to Section 4.16(a), on Section 4.16(c), Section 4.16(d) and Section 4.16(h) is for informational purposes and the date purposes set forth in Section 4.16(a), Section 4.16(c), Section 4.16(d) and Section 4.16(e), and the Trustee’s receipt of such amended shall not constitute actual or superseding filing), each AbbVie SEC Document filed constructive notice of any information contained therein or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made determinable from information contained therein, in light including compliance with any of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions covenants of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting Company and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsNote Guarantors hereunder.

Reports. (i) AbbVie has timely filed with Whether or furnished not the Parent Guarantor is subject to the SEC reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding the Parent Guarantor must provide the Trustee and Holders of the Notes (or make available on ▇▇▇▇▇) within the time periods specified in those sections with: (a) all reports, schedules, quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Parent Guarantor were required to file such forms, statementsincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, prospectuseswith respect to annual information only, registration statements and other documents a report thereon by the Parent Guarantor’s certified independent accountants, and (b) all current reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, Commission on Form 8-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Parent Guarantor were required to file such reports. Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any report, schedule, form, statement, prospectus, registration statement information or other document report required by this Section 4.17 shall be deemed cured (and the Parent Guarantor shall be deemed to be in compliance with the SEC. this Section 4.17) upon furnishing or filing such information or report as contemplated by this Section 4.17 (ii) As of its filing date (or, if amended or superseded by a filing prior but without regard to the date of this Agreement, on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light rights of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions Holders of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Notes under Article VI hereof if the principal and (B) interest have been accelerated in accordance with the applicable listing terms of Article VI hereof and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as such acceleration has not been rescinded or cancelled prior to such cure. Delivery of such reports, information and would not reasonably be expected to be, individually or in the aggregate, material documents to the AbbVie GroupTrustee pursuant to this Section 4.17 is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVieincluding either of the Issuers’ or any other Person’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required compliance with any of its covenants hereunder or under the Exchange ActNotes (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate). (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed Within [**] days after the end of each Calendar Quarter during which any Development activities are performed hereunder, each Party shall prepare a report showing the actual Development Costs incurred or accrued for the ADC, including but not limited to all FTEs utilized (with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 appropriate supporting information) during such Calendar Quarter (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC DocumentsDevelopment Cost Report”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (iib) As of its filing date (or, if amended or superseded by a filing prior The Development Cost Reports will be in such form as the JSC may reasonably agree from time to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingtime. (iiic) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions Within [**] days of the ▇▇▇▇▇▇▇▇receipt of both Parties’ Development Cost Reports, the JSC (or a Party’s Finance Manager or accountancy firm appointed by the JSC) shall provide to each Party one consolidated financial report for the Development Costs. The total costs incurred by both Parties shall be divided equally, with a subsequent balancing payment by one Party to the other to the extent necessary so that each Party bears its appropriate share of such Development Costs. The Party that is due for reimbursement of Development Costs in the preceding Calendar Quarter shall invoice the other Party. Such balancing payments by one Party to reimburse the other Party’s expenditures for Development Costs for the purposes of cost sharing under this Agreement shall be paid within [**] days following receipt of the invoice. Genmab shall be entitled to deduct from any payments to ADCT, its Out-▇▇▇▇▇ Act of-Pocket Expenses to hedge currency risk pursuant to Section 6.7.2. In the event that Parties disagree with the reported costs and (B) any over/under spend, approval shall be required by the applicable listing JSC following receipt of the report by the JSC. A decision by the JSC shall be required within [**] days following its receipt of the consolidated report. Based on the JSC’s decision the Party due for reimbursement shall invoice the other Party and corporate governance rules and regulations payment shall be made within [**] days of NYSEreceipt of the invoice. Where the JSC does not so agree with the reported costs or over/under spend, any such unapproved spend can be referred to dispute resolution procedures provided in Article 16 by the Party having incurred such spend. (ivd) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under The Parties should provide proper support for expenses included on the Exchange Act)invoice. Such disclosure controls and procedures are designed to ensure that material information relating to AbbVieReasonable support documents for Out-of-Pocket Expenses include invoice or pro forma invoice from the Third Party vendors or subcontractors. For FTE reimbursement, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer proper support includes an FTE time report breakdown by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Actfunction. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes (or file with the SEC for public availability), within 15 days after the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements financial information that would be required to be contained in quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file any reportsuch reports, scheduleincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, formwith respect to the annual information only, statement, prospectus, registration statement or other document a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC. (ii) As of its filing date (or, SEC on Form 8-K if amended or superseded by a filing prior the Company were required to the date of this Agreement, on the date of file such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement reports. All such information will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance be prepared in all material respects in accordance with (A) the applicable provisions all of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations applicable to the reports indicated above except as otherwise set forth above. To the extent any such information is not furnished within the time periods specified above and such information is subsequently furnished (including upon becoming publicly available, by filing such information with the SEC), the Company shall be deemed to have satisfied its obligations with respect thereto as such time and any Default with respect thereto shall be deemed to have been cured. The Company may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to a direct or indirect parent entity; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent entity (and other parent entities included in such information, if any), on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of NYSEdoubt, the consolidating information referred to in this Section 4.03 need not be audited. Notwithstanding anything to the contrary set forth above, if the Company or any direct or indirect parent entity has furnished the Holders of Notes or filed with the SEC the reports described in this Section 4.03 with respect to the Company or any direct or indirect parent entity, the Company shall be deemed to be in compliance with the provisions of this Section 4.03. (ivb) AbbVie and If the Company has designated any of its Subsidiaries have established as an Unrestricted Subsidiary, and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, is made known if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a presentation, of selected financial metrics (in the Company’s sole discretion) of such Unrestricted Subsidiaries as a group in Management’s Discussion and Analysis of Financial Condition and Results of Operations. (c) For so long as any Notes remain outstanding, if at any time the Company and the Guarantors are not required to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during file with the periods in which SEC the periodic reports required under by paragraphs (a) and (b) of this Section 4.03, the Exchange Act are being prepared. Except as has not been Company and would not reasonably be expected to be, individually or in the aggregate, material Guarantors will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely Notwithstanding that the Parent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Parent will provide the Trustee with such annual and quarterly reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports to be so provided at the times specified for the filing of such information, documents and reports under such Sections. The Parent will not be required to provide the Trustee with any such information, documents or reports that are filed with or furnished to the SEC all reportsand the Trustee shall have no responsibility whatsoever to determine if such information, schedules, forms, statements, prospectuses, registration statements and other documents required to be or reports have been filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or. The Trustee shall not be obligated to monitor or confirm on a continuing basis or otherwise, if amended our compliance with the covenants or superseded by a filing prior with respect to any reports or other documents filed with the date of this Agreement, on the date of such amended SEC or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSEor any website under this Indenture, or participate in any conference calls. (ivb) AbbVie Notwithstanding anything herein to the contrary, in the event that the Parent fails to comply with its obligation to file or provide such information, documents and its Subsidiaries reports as required hereunder, the Parent will be deemed to have established cured such Default for purposes of Section 6.01(4) upon the provision of all such information, documents and maintain disclosure controls and procedures reports required hereunder prior to the expiration of 60 days after written notice to the Parent of such failure from the Trustee or the Holders of at least 25% of the principal amount of the Notes. (c) For so long as defined any Restricted Notes are outstanding the Parent agrees that, in order to render such Restricted Notes eligible for resale pursuant to Rule 144A under the Securities Act, it will make available, upon request, to any Holder of Restricted Notes or prospective purchasers of Restricted Notes the information specified in Rule 13a-15 under 144A(d)(4), unless the Exchange Act). Such disclosure controls and procedures are designed to ensure that material Parent furnishes such information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer SEC pursuant to material information required to be included in AbbVie’s periodic and current reports required under Section 13 or 15(d) of the Exchange Act. (vd) AbbVie Delivery of such reports, information and its Subsidiaries have established documents under this Section 4.03, as well as any such reports, information and maintain a system of internal controls designed documents pursuant to provide reasonable assurance regarding this Indenture, to the reliability of AbbVie’s financial reporting Trustee is for informational purposes only and the preparation of AbbVieTrustee’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation receipt of such internal controls prior shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ and Guarantors’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no responsibility or liability for the filing, timeliness or content of any report required under this Section 4.03 or any other reports, information and documents required under this Indenture (aside from any report that is expressly the responsibility of the Trustee subject to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsterms hereof).

Reports. 5.1 Within ninety (i60) AbbVie has timely filed days after the close of each Royalty Quarter during the term of this Agreement (including the close of any Royalty Quarter immediately following any termination of this Agreement), LICENSEE shall report to ESCALON all royalties accruing to ESCALON during such Royalty Quarter. Such quarterly reports shall indicate for each Royalty Quarter the gross sales and Net Sales of Products by LICENSEE and Sublicensees; such reports shall also indicate the source and amount of all Sublicensing Revenues and any other revenues with respect to which payments are due, and the amount of such payments, as well as the various calculations used to arrive at said amounts, including the quantity, description (nomenclature and type designation), country of manufacture and country of sale of Products. In case no payment is due for any such period, LICENSEE shall so report. Until such time as Products are consistently being manufactured and sold in significant quantities by LICENSEE or furnished to the SEC all reportsSublicensees, schedulesLICENSEE shall provide, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document along with the SEC. (ii) As quarterly report for the final Royalty Quarter of its filing date (or, if amended or superseded by a filing prior to each calendar year during the date term of this Agreement, on a detailed annual progress report specifying: LICENSEE’s and its Sublicensees’ Product research and development projects, the budgets for that year dedicated to and actually expended upon those projects, the staff dedicated to those projects, a summary of the results achieved under those projects, and a detailed schedule and timeline demonstrating a reasonable plan for the full development, marketing and distribution of Products. Should ESCALON elect, representatives of LICENSEE shall meet with representatives of ESCALON in Ann Arbor, Michigan, to discuss the contents of this annual progress report. 5.2 LICENSEE covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for Products so that various types can be identified and segregated, where necessary; LICENSEE and Sublicensees shall consistently employ such system when rendering invoices thereon and henceforth agree to inform ESCALON, or its auditors, when requested as to the details concerning such nomenclature system as well as to all additions thereto and changes therein. 5.3 LICENSEE shall keep, and shall require its Sublicensees to keep, true and accurate records and books of account containing data reasonably required for the computation and verification of payments to be made as provided by this Agreement, which records and books shall be open for inspection upon reasonable notice during business hours by an independent certified accountant reasonably selected by ESCALON, for the purpose of verifying the amount of payments due and payable. Said right of inspection will exist for five (5) years from the date of origination of any such amended or superseding filingrecord (this five year right of inspection shall not be deemed to shorten any statute of limitations period applicable to any potential claim), each AbbVie SEC Document filed or furnished prior to the date and this requirement and right of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain inspection shall survive any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date termination of this Agreement. ESCALON shall be responsible for all expenses of such inspection, except that if such inspection reveals an underpayment of royalties to AbbVieESCALON in excess of ten percent (10%), then said inspection shall be at LICENSEE’s auditors expense and such underpayment shall become immediately due and payable to ESCALON. 5.4 The reports provided for hereunder shall be certified by an authorized officer of LICENSEE to be correct to the audit committee best of the AbbVie Board (A) all significant deficiencies LICENSEE’s and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbViesuch officer’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsknowledge.

Reports. (ia) AbbVie has timely filed So long as any Notes are outstanding, the Issuer will file with or furnished the SEC for public availability, within 30 days of the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing, in which case the Issuer will furnish to the SEC Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations): (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Issuer were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include an audit report on the Issuer’s consolidated financial statements by a nationally recognized firm of independent accountants. If, at any reporttime, schedulethe Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, formthe Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer will not take any action for the purpose of causing the SEC not to accept any such filings. If, statementnotwithstanding the foregoing, prospectusthe SEC will not accept the Issuer’s filings for any reason, registration statement or other document the Issuer will post the reports referred to in the preceding paragraphs of this Section 4.03(a) on its website within 30 days of the time periods that would apply if the Issuer were required to file those reports with the SEC. (iib) As If the Issuer has designated any of its filing date (orSubsidiaries as Unrestricted Subsidiaries, if amended or superseded by a filing prior then, to the date extent material as determined by the Board of Directors of the Issuer in good faith, the quarterly and annual financial information required by paragraph (a) of this AgreementSection 4.03 will include a reasonably detailed presentation, either on the date face of such amended the financial statements or superseding filing), each AbbVie SEC Document filed or furnished prior to in the date of this Agreement did notfootnotes thereto, and each AbbVie SEC Document filed or furnished subsequent to the date in Management’s Discussion and Analysis of this Agreement will notFinancial Condition and Results of Operations, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingfinancial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (iiic) AbbVie isFor so long as any Notes remain outstanding, and since January 1, 2017 has been, in compliance in all material respects with (A) if at any time they are not required to file the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under by paragraph (a) of this Section 4.03 with the Exchange Act are being prepared. Except as has not been SEC, the Issuer and would not reasonably be expected to be, individually or in the aggregate, material Guarantors will furnish to the AbbVie GroupHolders of Notes and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and Holders (i) AbbVie has timely filed all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q (or furnished any successor or comparable form) and 10-K (or any successor or comparable form) if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the SEC annual information only, a report thereon by the Company’s certified independent accountants; and (ii) all reports, schedules, forms, statements, prospectuses, registration statements and other documents current information that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 on Form 8-K (collectively, together with or any exhibits and schedules thereto and other information incorporated therein, successor or comparable form) if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file any reportsuch reports, schedulein each case, formwithin the time periods specified in the SEC’s rules and regulations that are then applicable to the Company (or if the Company is not then subject to the reporting requirements of the Exchange Act, statementthen the time periods for filings applicable to a filer that is not an “accelerated filer” as defined in such rules and regulations). For so long as the Notes are outstanding, prospectuswhether or not required by the rules and regulations of the SEC, registration statement or other document the Company shall file a copy of all such information and reports (including the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors. (iib) As of its filing date The Company shall at all times comply with TIA § 314(a). (or, if amended c) Each report or superseded by a filing prior document required to the date of be furnished or delivered pursuant to this Agreement, Indenture shall be deemed to have been so furnished or delivered on the date of on which the Company posts such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingdocument on its website at ▇▇▇. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇.▇-▇▇, or when such document is posted on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇; provided that the Company shall either (i) deliver paper copies of all such documents or (ii) provide copies of all such documents by electronic delivery to the Trustee or any Holder that requests the Company to deliver copies of all such documents until a request to cease delivering copies of all such documents is given by the Trustee or such Holder. (d) Delivery of such reports, information and documents to the Trustee shall be for informational purposes only and the Trustee’s receipt of such reports shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee shall have no duty to monitor or confirm and shall be entitled to rely exclusively on Officers’ Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or ▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSEor any website under this Indenture. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the Commission’s rules and regulations, so long as any Notes are outstanding, the Issuers will furnish to the SEC Holders of Notes and the Trustee, within the time periods specified in the Commission’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits Commission on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Issuers were required to file any report, schedule, form, statement, prospectus, registration statement or other document such reports; and (2) all current reports that would be required to be filed with the SEC. (ii) As of its filing date (or, Commission on Form 8-K if amended or superseded by a filing prior the Issuers were required to file such reports. The Issuers shall be deemed to have furnished such reports to the date Trustee and the Holders of this Agreement, on Notes if the date of Issuers have filed such amended information or superseding filing), each AbbVie SEC Document filed or furnished prior to reports with the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of Commission via the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act filing system and (B) such information or reports are publicly available. All such reports will be prepared in all material respects in accordance with all of the applicable listing and corporate governance rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Issuers’ consolidated financial statements by the Issuers’ certified independent accountants. In addition, the Issuers will file a copy of NYSEeach of the reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing) and will post the reports, or links to such reports, on Suburban Propane’s website within those time periods. If, at any time, either or both of the Issuers are no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuers will nevertheless continue filing the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Issuers agree that they will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Issuers’ filings for any reason, the Issuers will post the reports referred to in the preceding paragraph on Suburban Propane’s website within the time periods that would apply if the Issuers were required to file those reports with the Commission. Delivery of such reports, information and documents to the Trustee pursuant to this Section 10.03 is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (ivb) AbbVie and If Suburban Propane has designated any of its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Unrestricted Subsidiaries, is made known to AbbVie’s principal executive officer then the quarterly and its principal annual financial officer information required by others within those entitiesSection 10.03(a) will include a reasonably detailed presentation, including during either on the periods in which face of the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually financial statements or in the aggregatefootnotes thereto, material and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Suburban Propane and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Suburban Propane. (c) For so long as any Notes remain outstanding, at any time Suburban Propane is not required to file the reports required by this Section 10.03 with the Commission, it will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (a) Servicer shall prepare and forward to the Administrative Agent (and the Administrative Agent shall promptly forward the same to each Managing Agent) (i) AbbVie has timely filed with during a Monthly Reporting Period, on each Monthly Settlement Date, a Monthly Report, (ii) during a Weekly Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on Tuesday of each calendar week (or furnished to if such day is not a Business Day, on the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 next succeeding Business Day) (collectively, together with any exhibits and schedules thereto and other information incorporated therein, each such date the “AbbVie SEC DocumentsWeekly Reporting Date”), a Weekly Report covering the period from and including Monday of the preceding week to but excluding Monday of such week and (iii) during a Daily Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on each Business Day (or such other schedule as may be consented to by the Required Managing Agents) (each such date the “Daily Reporting Date”), a Daily Report covering the immediately preceding Business Day (provided, that a Daily Report covering the first (1st) Business Day following a weekend or holiday or both shall also cover such weekend or holiday or both), in each case, certified by an Authorized Officer of Servicer; it being understood that Servicer may provide interim reporting at any time and from time to time. No Subsidiary of AbbVie In the event that Servicer is required to file furnish any reportWeekly Report or Daily Report as provided herein, scheduleand if the last day of the week covered by such Weekly Report or if the day covered by such Daily Report, formas applicable, statement, prospectus, registration statement or other document with occurs during the SEC. (ii) As period commencing on the day of its filing date (or, if amended or superseded by a filing prior to any calendar month when Crude Oil Receivables generated during the date of this Agreement, immediately preceding calendar month are payable and ending on the date of the following calendar month on which Crude Oil Receivables generated during the calendar month immediately preceding such amended or superseding filing)following month are invoiced, each AbbVie SEC Document filed or furnished prior to then the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light computation of the circumstances under Net Receivables Balance set forth in such Weekly Report or Daily Report, as applicable, shall include the aggregate amount of all Crude Oil Receivables for which they were made, invoices have not misleadingyet been issued but which would qualify as Eligible Receivables had an invoice been issued in respect thereof. (iiib) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) If the applicable provisions rating system of the ▇▇▇▇▇▇▇▇-▇▇▇▇’▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed or S&P shall change, or if either such rating agency shall cease to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregatebusiness of rating corporate debt obligations, material Servicer, the Managing Agents and the Administrative Agent shall negotiate in good faith to amend, in a manner acceptable to Servicer and the Required Managing Agents, the reporting obligations of Servicer to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment Servicer’s reporting obligations hereunder shall be determined by reference to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective rating most recently in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls effect prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design such change or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlscessation.

Reports. (i) AbbVie has timely filed The Dart Group SEC Reports complied, as of their ------- respective dates of filing, in all material respects with or furnished to all applicable requirements of the SEC all reportsSecurities Act, schedulesthe Exchange Act and the rules and regulations of the SEC. As of their respective dates, none of such forms, statementsreports or documents, prospectuses, registration including without limitation any financial statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated included therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, therein not misleading in light of the circumstances under which they were made, not misleading. . Each of the balance sheets (iiiincluding the related notes and schedules) AbbVie is, and since January 1, 2017 has been, included in compliance the Dart Group SEC Reports fairly presented in all material respects the consolidated financial position of the Dart Companies as of the respective dates thereof, and the other related financial statements (including the related notes and schedules) included therein fairly presented in all material respects the consolidated results of operations and cash flows of the Dart Companies for the respective fiscal periods or as of the respective dates set forth therein. Each of the financial statements (including the related notes and schedules) included in the Dart Group SEC Reports (i) complied as to form with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act accounting requirements and (B) the applicable listing and corporate governance rules and regulations of NYSE. the SEC, and (ivii) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined was prepared in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including accordance with GAAP consistently applied during the periods presented, except as otherwise noted therein and subject to normal year-end and audit adjustments in which the periodic case of any unaudited interim financial statements. Except for Dart, Crown, SFW Holding Corp., Shoppers and Trak, none of the Dart Companies is required to file any forms, reports required under or other documents with the SEC, Nasdaq, the New York Stock Exchange Act are being preparedor any other foreign or domestic securities exchange or Governmental Authority with jurisdiction over securities laws. Except as set forth in Exhibit 6.5 attached hereto, since ----------- January 31, 1997, each of Dart, Crown, SFW Holding Corp., Shoppers and Trak has not been timely filed all reports, registration statements and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required other filings to be included in AbbVie’s periodic and current reports required under filed by it with the Exchange ActSEC. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders of Notes (i) AbbVie has timely filed all quarterly and annual financial information that would be required to be contained in a filing with or furnished the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the SEC annual information only, a report thereon by the Company's certified independent accountants and (ii) all reports, schedules, forms, statements, prospectuses, registration statements and other documents current reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, on Form 8-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file any reportsuch reports, schedule, form, statement, prospectus, registration statement or other document with in each case within the time periods specified in the SEC. (ii) As 's rules and regulations. In addition, following consummation of its filing date (or, if amended or superseded the Exchange Offer contemplated by a filing prior to the date of this Registration Rights Agreement, on whether or not required by the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods set forth in the SEC's rules and regulations (ivunless the SEC will not accept such a filing) AbbVie and its Subsidiaries have established make such information available to securities analysts and maintain disclosure controls prospective investors upon request. In addition to the financial information required by the Exchange Act, each such quarterly and procedures annual report shall be required to contain "summarized financial information" (as defined in Rule 13a-15 1-02(aa)(1) of Regulation S-X under the Exchange Act). Such disclosure controls ) showing Adjusted Operating Cash Flow for the Company and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Restricted Subsidiaries, on a consolidated basis, where Adjusted Operating Cash Flow for the Company is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during calculated in a manner consistent with the periods in which the periodic reports required manner described under the Exchange Act are being prepareddefinition of "Adjusted Operating Cash Flow" contained herein. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material The summarized financial information required pursuant to the AbbVie Grouppreceding sentence may, taken as a wholeat the election of the Company, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic the footnotes to audited consolidated financial statements or unaudited quarterly financial statements of the Company and current reports shall be as of the same dates and for the same periods as the consolidated financial statements of the Company and its Subsidiaries required under pursuant to the Exchange Act. (vb) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding In addition, the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements Company has agreed that, for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosedso long as any Notes remain outstanding, based on their most recent evaluation of such internal controls prior it will furnish to the date of this Agreementholders and to securities analysts and prospective investors, upon their request, the information required to AbbVie’s auditors and be delivered pursuant to rule 144A(d)(4) under the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsSecurities Act.

Reports. (i) AbbVie has timely filed The WPZ SEC Reports complied, as of their respective dates of filing, in all material respects with or furnished to all applicable requirements of the SEC all reportsSecurities Act, schedulesthe Exchange Act and the rules and regulations of the SEC. As of their respective dates, none of such forms, statementsreports or documents, prospectuses, registration including without limitation any financial statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated included therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain contained any untrue statement of a material fact or omit omitted to state any a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, therein not misleading in light of the circumstances under which they were made, not misleading. . Each of the balance sheets (iiiincluding the related notes and schedules) AbbVie is, and since January 1, 2017 has been, included in compliance the WPZ SEC Reports fairly presented in all material respects the consolidated financial position of the WPZ Companies as of the respective dates thereof, and the other related financial statements (including the related notes and schedules) included therein fairly presented in all material respects the consolidated results of operations and cash flows of the WPZ Companies for the respective fiscal periods or as of the respective dates set forth therein. The WPZ Fiscal Financial Statements present fairly in all material respects the consolidated financial position of WPZ and its Subsidiaries and their consolidated results of operations and changes in financial position and cash flows for the respective periods therein presented. Each of the financial statements (including the related notes and schedules) included in the WPZ SEC Reports and the WPZ Fiscal Financial Statements (i) complied as to form with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act accounting requirements and (B) the applicable listing and corporate governance rules and regulations of NYSE. the SEC, and (ivii) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined was prepared in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including accordance with GAAP consistently applied during the periods presented, except as otherwise noted therein and subject to normal year-end and audit adjustments in which the periodic reports required under the Exchange Act are being preparedcase of any unaudited interim financial statements. Except as for WPZ, none of the WPZ Companies is required to file any forms, reports or other documents with the SEC, the NYSE or any other foreign or domestic securities exchange or Governmental Authority with jurisdiction over securities laws. Since February 18, 1998, WPZ has not been timely filed all reports, registration statements, definitive proxy statements and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information other filings required to be included in AbbVie’s periodic and current reports required under filed by it with the Exchange ActSEC. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) AbbVie has timely filed all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or furnished in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the SEC annual information only, a report thereon by the Company’s certified independent accountants and (ii) all reports, schedules, forms, statements, prospectuses, registration statements and other documents current reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, on Form 8-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file any reportsuch reports, schedulein each case, form, statement, prospectus, registration statement or other document with within the time periods specified in the SEC. (ii) As ’s rules and regulations. For so long as Holdings or another direct or indirect parent company of the Company is a guarantor of the Notes, the Indenture will permit the Company to satisfy its filing date (or, if amended or superseded by a filing prior to obligations under the date first sentence of this AgreementSection 4.03(a) by furnishing financial information relating to Holdings; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings, on the date one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand. In addition, following the consummation of such amended or superseding filingthe Registered Exchange Offer (as defined in the Appendix), each AbbVie SEC Document filed whether or furnished prior to not required by the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSEthe SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (ivb) AbbVie The Company shall at all times comply with TIA § 314(a). (c) For so long as any Notes remain outstanding, the Company and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material Guarantors shall furnish to the AbbVie GroupHolders and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (vd) AbbVie Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and its Subsidiaries have established other reports pursuant to TIA § 314(a), delivery of such information, reports or certificates or any annual reports, information, documents and maintain a system of internal controls designed other reports to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting Trustee is for informational purposes only, and the preparation of AbbVieTrustee’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation receipt of such internal controls prior shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the date of this Agreement, Trustee is entitled to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsrely exclusively on Officers’ Certificates).

Reports. (ia) AbbVie has timely filed with or furnished So long as any Notes are outstanding, the Issuer shall: (1) during such time as it is subject to the SEC all reportsreporting requirements of the Exchange Act, schedulesfile with the Trustee, formswithin 30 days after it files the same with the SEC, statementscopies of the annual reports and the information, prospectuses, registration statements documents and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie reports that it is required to file any reportwith the SEC pursuant to the Exchange Act; and (2) during such time as it is not subject to the reporting requirements of the Exchange Act, schedulefile with the Trustee, form, statement, prospectus, registration statement or other document within 30 days after it would have been required to file the same with the SEC. , financial statements, including any notes thereto (ii) As of its filing date (orand with respect to annual reports, if amended or superseded an auditors’ report by a filing prior firm of established national reputation) and a Management’s Discussion and Analysis of Financial Condition and Results of Operations, both comparable to what it would have been required to file with the SEC had it been subject to the date reporting requirements of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (vb) AbbVie Notwithstanding the foregoing, reports, information and its Subsidiaries documents filed with the SEC via the ▇▇▇▇▇ system will be deemed to be delivered to the Trustee as of the time of such filing via ▇▇▇▇▇ for purposes of this Section 5.03, provided, that the Trustee shall have established no responsibility to determine if such filing has occurred. (c) Any and maintain all Defaults or Events of Default arising from a system of internal controls designed failure to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting furnish or file in a timely manner a report or certification required by this Section 5.03 shall be deemed cured (and the preparation Issuer shall be deemed to be in compliance with this Section 5.03) upon furnishing or filing such report or certification as contemplated by this Section 5.03 (but without regard to the date on which such report or certification is so furnished or filed); provided that such cure shall not otherwise affect the rights of AbbVie’s financial statements for external purposes the Holders under Article 7 of the Base Indenture if the principal, premium, if any, and interest have been accelerated in accordance with GAAP. AbbViethe terms of the Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (d) Delivery of any reports, information and documents to the Trustee, including pursuant to Section 5.03, is for informational purposes only and the Trustee’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation receipt of such internal controls prior shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants pursuant to Article 5 hereof (as to which the date of this Agreement, Trustee is entitled to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsrely exclusively on Officers’ Certificates).

Reports. (a) Within thirty (30) days of the end of each calendar quarter, Aspen shall provide the Reinsurer with a report in respect of the Subject Business in substantially the same form as the quarterly reports delivered by Aspen under the Original Agreement (a “Quarterly Report”), and which shall include the following quarterly information with respect to the Subject Business (which information shall include a breakdown by currency, as applicable): (i) AbbVie has timely filed with or furnished to the SEC all reportsgross and net paid Covered Losses, schedules(ii) gross and net outstanding case reserves for Covered Losses and gross and net outstanding IBNR reserves for Covered Losses, forms(iii) applicable reinsurance, statementssubrogation, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement salvage or other document recoveries, (iv) Aspen’s cumulative net paid Covered Losses since the Effective Time, (v) any amounts withdrawn by Aspen from the Funds Withheld Account, any Trust Account or drawn on any Letters of Credit or other form of collateral posted by the Reinsurer, if applicable, (vi) the investment analysis report in connection with the SECtotal investments and cash and cash equivalents of Aspen Parent and all of its subsidiaries, and (vii) any amounts due from the Reinsurer pursuant to this Agreement. (iib) As of its filing date (orActuaries from the Parties shall meet at least quarterly to discuss the data quality provided by ▇▇▇▇▇ and the Reinsurer, if amended or superseded by a filing prior as applicable, any modifications to the date data segmentation or reporting systems, any changes in claims practices and such other information as they mutually agree during the term of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iiic) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with Within forty-five (A45) the applicable provisions calendar days of the end of each Crediting Interest Rate Period, Aspen shall provide to the Reinsurer a statement of the Aspen Annual Investment Return as of the end of such Crediting Interest Rate Period certified by the chief financial officer, chief investment officer, capital management officer or chief executive officer of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) as being determined in accordance with the applicable listing and corporate governance rules and regulations definition of NYSE“Aspen Annual Investment Return” set forth herein. Such statement shall include a summary of the portfolio underlying the Aspen Annual Investment Return. (ivd) AbbVie Without limiting the terms of this ARTICLE IV, Aspen shall provide to Reinsurer such periodic accounting and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic other reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material with respect to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting Subject Business and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to liabilities reinsured hereunder as the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are Reinsurer may reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsrequest.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, any New Parent or the Company will furnish to the SEC Trustee and the Holders of Notes or request the Trustee to furnish to the Holders of Notes at the expense of the Issuers, within the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file any such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries, as the case may be; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. in each case, within the time periods specified in the SEC’s rules and regulations, provided, that (1) it is understood that the Company will furnish to the Holders of Notes an Annual Report on Form 10-K for the year ended December 31, 2007 by April 15, 2008, but such annual report need only include the financial statements, Notes related thereto and a “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in accordance with the rules and regulations of the SEC applicable to such report, schedulein all material respects; and (2) if a New Parent is formed, formsuch New Parent may become the reporting company contemplated hereby, statement, prospectus, registration statement or other document provided that such election would comply with the applicable rules and regulations of the SEC. (iib) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of All such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement reports will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance be prepared in all material respects in accordance with (A) the applicable provisions all of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations applicable to such reports. Each annual report on Form 10-K of NYSEsuch New Parent or the Company, as applicable, will include a report on such New Parent’s or the Company’s consolidated financial statements by such New Parent’s or the Company’s certified independent accountants. In addition, any such New Parent or the Company, whichever entity is then the ultimate parent company, will post the reports on its website within the time periods specified in the rules and regulations applicable to such reports and, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, such New Parent or the Company, whichever entity is then the ultimate parent company, will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within those time periods (unless the SEC will not accept such a filing). (ivc) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (If, at any time after consummation of the exchange offer contemplated by the Registration Rights Agreement, any such New Parent or the Company, as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiariescase may be, is made known no longer subject to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under reporting requirements of the Exchange Act are being preparedfor any reason, such company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. Except Neither any such New Parent nor the Company will take any action for the purpose of causing the SEC not to accept any such filings. (d) Any such New Parent or the Company, as has not been and would not reasonably be expected to the case may be, individually will hold a quarterly conference call for the Holders of the Notes and securities analysts to discuss such financial information no later than ten Business Days after distribution of such financial information. (e) If any such New Parent or the Company, as the case may be, has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.28 will include a reasonably detailed presentation, either on the face of the financial statements or in the aggregatefootnotes thereto, material and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of such New Parent or the Company, as the case may be, and their Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of such New Parent or the Company, as the case may be. (f) In addition, the Issuers and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required or permitted to file with the SEC the reports required by this Section 4.28, they will furnish to the AbbVie GroupHolders of Notes and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (i) AbbVie has timely filed with or furnished to At least once each year after the SEC all reportsfirst contract year and before the Annuity Payout Date, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary we shall send you a statement reporting your Contract Values as of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing a date (or, if amended or superseded by a filing not more than four months prior to the date of this Agreement, the mailing. You have the duty to review any confirmations or statements we send you and to report promptly any discrepancy. We will not be responsible for any losses or damages attributable to a discrepancy that is reflected on such confirmations or statements unless you report the discrepancy in writing to us within 30 days of the date of such amended the confirmation or superseding filing)statement. SEPARATE ACCOUNT VAA The separate account to which the variable accumulation units of your Contract Value and variable annuity units and payments under this contract relate is VAA, each AbbVie SEC Document filed or furnished prior which we have established under Ohio law to provide variable benefits. We shall have sole and complete ownership and control of all assets in VAA. A portion of the assets in VAA, equal to the date contract reserves for such account, shall not be chargeable with liabilities arising out of this Agreement did notany other business we may conduct. All amounts credited to VAA will be used to purchase shares at net asset value of open-end investment companies registered under the 1940 Act. The available investment companies are referred to as "Portfolios" and shares of any are referred to as "Portfolio Shares." Any and all distributions made by a Portfolio, in respect to Portfolio Shares held by VAA, will be reinvested to purchase more Portfolio Shares in the same Subaccount at net asset value. Deductions and each AbbVie SEC Document filed or furnished subsequent withdrawals from VAA may be made by redeeming a number of Portfolio Shares, at net asset value, equal in total value to the date amount to be deducted or withdrawn. If deemed by us to be in the best interest of all contract owners, VAA may be operated as a management company under the 1940 Act or it may be deregistered under the 1940 Act, if such registration is no longer required. If there is a substitution of Portfolio Shares or change in operation of VAA, we will issue an endorsement for this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact contract and take such other action as may be necessary in order and appropriate to make the statements made thereinsubstitution or change. You will be liable for any loss we suffer if we purchase Portfolio Shares at your direction and, in light thereafter, we are forced to liquidate such Portfolio Shares because the check or draft issued by you as a purchase payment is dishonored by the bank on which it was drawn. SUPPLEMENTARY AGREEMENT As of the circumstances under which they were madeAnnuity Payout Date, not misleadingwe may issue a supplementary agreement that sets forth the terms of your Annuity Option. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (i) AbbVie has timely filed with or furnished to the SEC Each of Parent and its Subsidiaries and BFTL and its Subsidiaries shall file all reports, schedules, forms, statements, prospectuses, registration statements and other documents reports required to be filed by it with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to Regulatory Authorities between the date of this Agreement did notand the Effective Time and shall make available to the other Party copies of all such reports promptly after the same are filed. BFTL and its Subsidiaries shall also make available to Parent monthly financial statements and quarterly call reports. The financial statements of Parent and BFTL, whether or not contained in any such reports filed under the Exchange Act or with any other Regulatory Authority, will fairly present the consolidated financial position of the entity filing such statements as of the dates indicated and the consolidated results of operations, changes in shareholders’ equity, and each AbbVie SEC Document cash flows for the periods then ended in accordance with GAAP (subject in the case of interim financial statements to normal recurring year-end adjustments that are not material). As of their respective dates, such reports of Parent filed or furnished subsequent to under the date of this Agreement Exchange Act will not, comply in all material respects with the Securities Laws and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Any Parent financial statements contained in any reports to any Regulatory Authority other than the SEC shall be prepared in accordance with the Laws applicable to such reports. As of their respective dates, such reports of BFTL filed with any Regulatory Authority shall be prepared in accordance with the Laws applicable to such reports and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie Since January 1, 1996, Parent has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements reports and other documents required to be filed with or furnished by it pursuant to the federal securities laws and the SEC by AbbVie since rules and regulations thereunder, all of which have heretofore been filed or are hereafter filed (the "Parent SEC Reports") have complied or will comply in form as of their respective filing dates in all material respects with all applicable requirements of the Exchange Act and the rules promulgated thereunder applicable thereto. Since January 1, 2017 (collectively1996, together with any exhibits and schedules thereto and other information incorporated thereinnone of the Parent SEC Reports, at the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any reporttime filed, schedule, form, statement, prospectus, registration statement contained or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omitted or will omit to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iiib) AbbVie isAs of their respective dates, the audited and since January 1, 2017 has been, unaudited consolidated financial statements of the Parent included (or incorporated by reference) in compliance the Parent SEC Reports were prepared (or will have been prepared) in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods therein indicated (Aexcept as may be indicated in the notes thereto) and presented fairly the applicable provisions consolidated financial position of the ▇▇▇▇▇▇▇▇Parent. and the consolidated results of operations and changes in consolidated financial position or cash flows for the periods presented therein, subject, in the case of the unaudited interim financial statements, to normal year-▇▇▇▇▇ Act end audit adjustments and (B) the applicable listing and corporate governance rules and regulations of NYSEany other adjustments described therein which were not expected to have a Material Adverse Effect. (ivc) AbbVie and As of December 31, 1997, to the knowledge of the Parent or its Subsidiaries, neither the Parent nor any of its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures had any liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due that are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be recorded or reflected on a balance sheet under United States generally accepted accounting principles, except as reflected or reserved against or disclosed in the financial statements of the Parent included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls Parent SEC Reports filed prior to April 1, 1998 or the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsParent Disclosure Letter.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the SEC Holders of Notes and the Trustee, within the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 on Forms 20-F and 40-F (collectively, together with any exhibits or Forms 10-K and schedules thereto and other information incorporated therein, 10-Q) if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 6-K (or Form 8-K) if the Company were required to file such reports. Notwithstanding the foregoing, the requirement to furnish current, quarterly and annual reports to Holders of Notes will be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of a Shelf Registration Statement contemplated by the Registration Rights Agreement if the information that would have been contained in such reports is included in the Exchange Offer Registration Statement relating to the Exchange Offer and/or the Shelf Registration Statement, or any reportamendments thereto, scheduleand filed with the SEC within the time periods contemplated above. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 40-F (or Form 10-K) will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants; provided that, formin the event ▇▇▇▇▇▇▇ Corp. and its Subsidiaries that are required to do so under this Indenture continue to provide Note Guarantees but are no longer included in the Company’s consolidated financial statements, statementto the extent permitted by the SEC and the Company’s certified independent accountants, prospectuseach such annual report will also include a report on the Company’s combined financial statements (including ▇▇▇▇▇▇▇ Corp. and its consolidated Subsidiaries) by the Company’s certified independent accountants. In addition, registration statement or other document following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA § 314(a). If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (iib) As If the Company has designated any of its filing date Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (or, if amended or superseded by a filing prior to the date a) of this AgreementSection 4.03 will include a reasonably detailed presentation, either on the date face of such amended the financial statements or superseding filing), each AbbVie SEC Document filed or furnished prior to in the date of this Agreement did notfootnotes thereto, and each AbbVie SEC Document filed or furnished subsequent to the date in Management’s Discussion and Analysis of this Agreement will notFinancial Condition and Results of Operations, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingfinancial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (iiic) AbbVie isFor so long as any Notes remain outstanding, and since January 1, 2017 has been, in compliance in all material respects if at any time they are not required to file with the SEC the reports required by paragraphs (Aa) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (Bb) of this Section 4.03, the applicable listing Issuer and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material Guarantors will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the SEC Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports; provided, however, that the Company will not be required to provide any reportfinancial information pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X promulgated under the Securities Act. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. Notwithstanding the foregoing, schedulethe availability of the reports referred to in clauses (1) and (2) above on the SEC’s Electronic Data-Gathering, formAnalysis and Retrieval system (or any successor system) and the Company’s website within the time periods specified in the rules and regulations applicable to such reports will be deemed to satisfy the Company’s delivery obligation. (b) If, statementat any time, prospectusthe Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, registration statement or other document the Company will nevertheless continue filing the reports specified in Section 4.03(a) hereof with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in Section 4.03(a) hereof on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (iic) As of its filing date (orIn addition, the Company agrees that, for so long as any Notes remain outstanding, if amended or superseded at any time the Company is not required to file with the SEC the reports required by a filing prior Section 4.03(a) hereof, the Company will furnish to the date Holders of this AgreementNotes and to securities analysts and prospective investors, on upon their request, the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. Whether or not the Company or any Guarantor is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company and JCC Holding shall file (iwhich filing may be on a consolidated basis) AbbVie has timely with the SEC (to the extent permitted under the Exchange Act) on or prior to the date they are or would have been required to file such with the SEC (the "Required Filing Date"), annual and quarterly consolidated financial statements substantially equivalent to financial statements that would have been included in reports filed with the SEC if the Company or furnished JCC Holding, as applicable, were subject to the requirements of Section 13 or 15(d) of the Exchange Act, including, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants as such would be required in such reports to the SEC all reportsand, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectivelyin each case, together with any exhibits a management's discussion and schedules thereto analysis of financial condition and other information incorporated thereinresults of operations which would be so required. The Company and JCC Holding shall also include in such reports the anticipated completion date of the Casino and, in the case of quarterly reports, the “AbbVie Contingent Payments made, if any, the Contingent Payment Accrual amount, if any, and the Company's Consolidated EBITDA and the Contingent Payment Measurement Amount with respect to the most recently ended fiscal quarter, and in the case of annual reports, the audited Contingent Payments made, if any, the audited Contingent Payment Accrual amount, if any, and audited Consolidated EBITDA and the Contingent Payment Measurement Amount for the most recently ended fiscal year and for each of the Semiannual Periods ending in such fiscal year. The Company and JCC Holding shall also file all other reports and information that they are or would have been required with the SEC Documents”)prior to the Required Filing Date. No Subsidiary The Company and JCC Holding will also provide copies of AbbVie is required such annual and quarterly reports to the Trustee within 30 days after the Required Filing Date; provided, that the Company and JCC Holding shall not be in default of the provisions of this Section 5.8 for any failure to file any reportreports with the SEC solely by refusal by the SEC to accept the same for filing, scheduleit being understood that in such event, form, statement, prospectus, registration statement or other document such reports shall be delivered to the Trustee as described herein as if they had been filed with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) AbbVie has timely filed all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or furnished in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the SEC annual information only, a report thereon by the Company’s certified independent accountants and (ii) all reports, schedules, forms, statements, prospectuses, registration statements and other documents current reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, on Form 8-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file any reportsuch reports, schedulein each case, form, statement, prospectus, registration statement or other document with within the time periods specified in the SEC. (ii) As ’s rules and regulations. For so long as Holdings or another direct or indirect parent company of the Company is a guarantor of the Notes, the Indenture will permit the Company to satisfy its filing date (or, if amended or superseded by a filing prior to obligations under the date first sentence of this AgreementSection 4.03(a) by furnishing financial information relating to Holdings; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings, on the date one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand. In addition, following the consummation of such amended or superseding filingthe Registered Exchange Offer (as defined in the Appendix), each AbbVie SEC Document filed whether or furnished prior to not required by the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSEthe SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (ivb) AbbVie The Company shall at all times comply with TIA § 314(a). (c) For so long as any Notes remain outstanding, the Company and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material Guarantors shall furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (vd) AbbVie Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and its Subsidiaries have established other reports pursuant to TIA § 314(a), delivery of such information, reports or certificates or any annual reports, information, documents and maintain a system of internal controls designed other reports to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting Trustee is for informational purposes only, and the preparation of AbbVieTrustee’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation receipt of such internal controls prior shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the date of this Agreement, Trustee is entitled to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsrely exclusively on Officers’ Certificates).

Reports. Within ninety (i90) AbbVie has timely filed with or furnished to days after the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to close of each calendar quarter of each year during the SEC by AbbVie since January 1, 2017 term of this Agreement (collectively, together with including the last day of any exhibits and schedules thereto and other information incorporated therein, such calendar quarter following the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the expiration date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior CONVATEC shall report to LICENSOR all payments actually accruing under Article V during such calendar quarter. Such quarterly reports shall indicate for such calendar quarter the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light Net Sales Price of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie Product sold by CONVATEC and its Subsidiaries have established and maintain disclosure controls sublicensees with respect to which payment is due and procedures (as defined the amount of such payment. In case no payment is due for any such period, CONVATEC shall so report. CONVATEC shall keep, and it shall cause its Subsidiaries and sublicensees to keep, accurate records in Rule 13a-15 sufficient detail to enable the aforesaid payment due under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required Article V to be included in AbbVie’s periodic and current reports required under determined. Upon the Exchange Act. (v) AbbVie request of LICENSOR, CONVATEC and its Subsidiaries and sublicensees shall permit an independent certified public accountant selected by LICENSOR to have established access, once in each calendar year during regular business hours and maintain a system of internal controls designed upon reasonable notice to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this AgreementCONVATEC, to AbbVie’s auditors and the audit committee such of the AbbVie Board (A) all significant deficiencies records of CONVATEC and material weaknesses its Subsidiaries and sublicensees as may be necessary to verify the accuracy of the reports made during the previous calendar year, except that: said accountant shall meet the prior approval of CONVATEC or its Subsidiary or its sublicensee in question, which approval shall not be unreasonably denied, and; said accountant shall not disclose to LICENSOR any information except that which should properly have been contained in such reports, and; said audit right may not be exercised more than once in any one calendar year. The records from which the design or operation of internal controls which royalty reports are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or prepared need not material, that involves management or other employees who have a significant role in internal controlsbe retained by CONVATEC longer than CONVATEC's then current records retention policy for such documents.

Reports. (a) Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, Parent will furnish to the Trustee, within the time periods specified in the Commission’s rules and regulations (including any extensions provided therein) for a filer that is a “non-accelerated filer” (or any successor term that provides an entity with the greatest time period for filing periodic reports with the Commission plus five Business Days): (i) AbbVie has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with the Commission on Forms 10-K and 10-Q (or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is successor or comparable forms) if Parent were required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC.such reports; and (ii) As of its filing date all current reports that would be required to be filed with the Commission on Form 8-K (or, or any successor or comparable form) if amended or superseded by a filing prior Parent were required to the date of this Agreement, on the date of file such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement reports. All such reports will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance be prepared in all material respects in accordance with (A) the applicable provisions all of the ▇▇▇▇▇▇▇▇rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on Parent’s consolidated financial statements by Parent’s certified independent accountants. Notwithstanding the above reporting requirements, Parent shall not be required to disclose to the Trustee (or the Holders of the Notes) any materials for which it has sought and has received (or reasonably expects to receive) confidential treatment from the Commission. All reports filed with the Commission via ▇▇▇▇▇ Act and (Bor any successor system) shall be deemed to have been furnished to the applicable listing and corporate governance rules and regulations Trustee in accordance with this Section 4.06. Parent will not take any action for the purpose of NYSEcausing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept Parent’s filings for any reason, Parent will post the reports required by this Section 4.06(a) on its website within the time periods described above. (ivb) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (For so long as defined in Rule 13a-15 under any Notes remain outstanding, if at any time they are not required to file with the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during Commission the periods in which the periodic reports required under by Section 4.06(a), Parent, the Exchange Act are being prepared. Except as has not been Issuer and would not reasonably be expected to be, individually or in the aggregate, material Guarantors will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (vc) AbbVie and its Subsidiaries Notwithstanding anything herein to the contrary, Parent will not be deemed to have established and maintain failed to comply with this Section 4.06 for the purposes of Section 7.01(a)(iv) until 60 days after the proper notice under Section 7.01(a)(iv) has been provided. (d) For the avoidance of doubt, any Default or Event of Default resulting from a system of internal controls designed failure to provide reasonable assurance regarding any report required by this Section 4.06 shall be cured upon the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation provision of such internal controls report prior to the date of this Agreement, to AbbVie’s auditors and the audit committee acceleration of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely Notes pursuant to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsSection 7.02.

Reports. (i) AbbVie has timely filed The Supplier shall provide UNFPA with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, reports upon request on the date volume of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did notorders, and sales per country and information in tracking the progress of each AbbVie SEC Document filed order showing production status, expected delivery (FOB) date, pre-shipment inspection date, ETD, ETA, ATD and ATA. STOCKS [DELETE IF NOT RELEVANT] The Supplier shall maintain a stock or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary make other arrangements at its own risk and cost in order to make ensure timely delivery. The Supplier shall ensure that products manufactured for specific Purchase Orders are from a continuous manufacturing batch. The Supplier is not to break up orders unless expressly confirmed by UNFPA. Each Purchase Order shall contain individual order instructions. For Stockholding, if applicable, the statements made thereinSupplier shall provide monthly stock reports certifying clear title of UNFPA to the Goods. For Emergency Stockholding or Global Contraceptive Commodity Programme (GCCP), if applicable, the Supplier shall ensure that goods are delivered to freight forwarder within two days of order placement. INSPECTION AND TESTING [DELETE IF NOT RELEVANT] UNFPA may request for a full QA inspection of product samples under this Agreement at the Supplier’s site at any point in light time during the course of the circumstances under which they were madeAgreement, not misleading. (iii) AbbVie isincluding any extension period. The Suppliers shall grant UNFPA, or its authorized inspection agent, access to their facilities at all reasonable times to inspect the product samples, warehouses, processes for its internal quality control, quality assurance and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions packing of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Goods. The Supplier is expected to make available all the product samples, calibrated testing equipment/apparatus accompanied by calibration certificates and (B) the applicable listing loading materials required by the Inspector. The Supplier shall provide reasonable assistance to the Inspector for such appraisal, including assistance in installation and corporate governance rules setting up of the product samples for inspection. UNFPA reserves the right to cancel any items under this Agreement which do not pass the full QA inspection. The Supplier has the responsibility to take into account the additional quantity of the Goods required by sampling and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined testing in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed order to ensure that material information relating the quantity of the Goods shipped is in accordance to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or quantity of Goods stated in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange ActPurchase Order. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the SEC’s rules and regulations, so long as any Notes of a Series are outstanding, the Company shall furnish to Holders of such Series or cause the Trustee to furnish to the SEC Holders of Notes of such Series, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, the Company shall file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made, the reports shall be deemed to be furnished to the SEC by AbbVie since January 1Trustee and Holders of Notes. The Trustee shall not be responsible for determining whether such filings have been made. If, 2017 (collectively, together with at any exhibits and schedules thereto and other information incorporated thereintime, the “AbbVie Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC Documents”)within the time periods specified above unless the SEC will not accept such a filing. No Subsidiary The Company agrees that it shall not take any action for the purpose of AbbVie is causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on its website within the time periods that would apply if the Company were required to file any report, schedule, form, statement, prospectus, registration statement or other document those reports with the SEC. (iib) As In addition, the Company and the Guarantors agree that, for so long as any Notes of its filing date (ora Series remain outstanding, if amended or superseded at any time they are not required to file the reports required by a filing prior the preceding paragraphs with the SEC, they shall furnish to the date of this Agreement, on the date Holders of such amended or superseding filing)Series and to securities analysts and prospective investors, each AbbVie SEC Document filed or furnished prior to upon their request, the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (vc) AbbVie Delivery of the reports and its Subsidiaries have established and maintain a system of internal controls designed documents described above to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting Trustee is for informational purposes only, and the preparation of AbbVieTrustee’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation receipt of such internal controls prior shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the date of this Agreement, Trustee is entitled to AbbVieconclusively rely on an Officer’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsCertificate).

Reports. (i) AbbVie has timely filed with or furnished to the SEC Each of FXNC and its Subsidiaries and Touchstone and its Subsidiaries shall file all reports, schedules, forms, statements, prospectuses, registration statements and other documents reports required to be filed by it with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to Regulatory Authorities between the date of this Agreement did notand the Effective Time and shall make available to the other Party copies of all such reports promptly after the same are filed. Touchstone and its Subsidiaries shall also make available to FXNC monthly financial statements and quarterly call reports. The financial statements of FXNC and Touchstone, whether or not contained in any such reports filed under the Exchange Act or with any other Regulatory Authority, will fairly present the consolidated financial position of the entity filing such statements as of the dates indicated and the consolidated results of operations, changes in shareholders’ equity, and each AbbVie SEC Document cash flows for the periods then ended in accordance with GAAP (subject in the case of interim financial statements to normal recurring year-end adjustments that are not material). As of their respective dates, such reports of FXNC filed or furnished subsequent to under the date of this Agreement Exchange Act will not, comply in all material respects with the Securities Laws and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Any FXNC financial statements contained in any reports to any Regulatory Authority other than the SEC shall be prepared in accordance with the Laws applicable to such reports. As of their respective dates, such reports of Touchstone filed with any Regulatory Authority shall be prepared in accordance with the Laws applicable to such reports and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders within 15 days after the time periods specified in the SEC’s rules and regulations (i) AbbVie has timely filed all quarterly and annual reports, including financial information that would be required to be contained in a filing with or furnished the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the SEC annual information only, a report thereon by the Company’s certified independent accountants and (ii) all reports, schedules, forms, statements, prospectuses, registration statements and other documents current reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, on Form 8-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company shall at all times comply with TIA § 314(a). (b) If, at any reporttime the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, schedulethe Company will nevertheless continue filing the reports specified in Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. (c) The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, formnotwithstanding the foregoing, statementthe SEC will not accept the Company’s filings for any reason, prospectus, registration statement or other document the Company will post the reports referred to in Section 4.03(a) and (b) on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (iid) As Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders of its filing date Notes if (i) the Company has filed (or, if amended or superseded by a filing prior to in the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement case of a material fact or omit to state any material fact necessary in order to make Form 8-K, furnished) such reports with the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of SEC via the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act filing system and such reports are publicly available, or (Bii) the applicable listing reports are posted and corporate governance rules and regulations of NYSEpublicly available on the Company’s website. The Trustee shall have no responsibility to verify that such reports have been filed. (ive) AbbVie Delivery of such reports, information and documents to the Trustee pursuant to this Section is for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its Subsidiaries have established and maintain disclosure controls and procedures covenants under this Indenture (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected Trustee is entitled to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Actcertificates). (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC's rules and regulations: (1) all quarterly and annual reports that would be required to be filed with or furnished to with the SEC on Forms 10-Q and 10-K if the Company were required to file or furnish such reports; and (2) all reports, schedules, forms, statements, prospectuses, registration statements and other documents current reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, on Form 8-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file such reports; provided that the Company shall not be required to file a current report on Form 8-K in connection with the consummation on the Issue Date of the transactions described in the Offering Memorandum. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company's consolidated financial statements by the Company's certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file or furnish, as applicable, a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. If, at any reporttime after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, schedulethe Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, formthe Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, statementnotwithstanding the foregoing, prospectusthe SEC will not accept the Company's filings for any reason, registration statement or other document the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (iib) As of its filing date (orFor so long as any Notes remain outstanding, if amended or superseded at any time it is not required to file with the SEC the reports required by a filing prior paragraph (a) of this Section 4.03, the Company will furnish to the date Holders of this AgreementNotes and prospective investors, on upon their request, the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (vc) AbbVie If at any time the Notes are guaranteed by a direct or indirect parent of the Company, and its Subsidiaries such company has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, if applicable, and has furnished the Holders of Notes, or filed with the SEC, the reports described herein with respect to such company, as applicable (including any financial information required by Regulation S-X under the Securities Act), the Company shall be deemed to be in compliance with the provisions of this Section 4.03. (d) Any information filed with, or furnished to, the SEC shall be deemed to have established and maintain a system of internal controls designed been made available to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting Trustee and the preparation registered Holders of AbbVie’s financial statements for external purposes in accordance with GAAPthe Notes. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation The subsequent filing or making available of any report required by this Section 4.03 shall be deemed automatically to cure any Default or Event of Default resulting from the failure to file or make available such report within the required time frame. (e) Delivery of such internal controls prior reports, information and documents to the date of this Agreement, to AbbVie’s auditors Trustee is for informational purposes only and the audit committee Trustee's receipt of such shall not constitute constructive notice of any information contained therein, including the AbbVie Board Company's compliance with any of its covenants hereunder (A) all significant deficiencies and material weaknesses in as to which the design or operation of internal controls which are reasonably likely Trustee is entitled to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsrely exclusively on Officers' Certificates).

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the SEC Holders of Notes and the Trustee, within the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports: provided, however, that the availability of the foregoing materials on the SEC’s ▇▇▇▇▇ service or on the Company’s website shall be deemed to satisfy the Company’s delivery obligations under this Section 4.03(a). All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will make such information available to securities analysts and prospective investors upon request. The Company will at all times comply with TIA § 3.14(a). If at any reporttime, schedulethe Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, formthe Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, statementnotwithstanding the foregoing, prospectusthe SEC will not accept the Company’s filings for any reason, registration statement or other document the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (iib) As If the Company has designated any of its filing date Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (or, if amended or superseded by a filing prior to the date a) of this AgreementSection 4.03 will include a reasonably detailed presentation, either on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light face of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually statements or in the aggregatefootnotes thereto, material and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company Delivery of such reports, information and documents to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer Trustee pursuant to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting this Section 4.03 is for informational purposes only and the preparation of AbbVieTrustee’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation receipt of such internal controls prior shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the date of this Agreement, Trustee is entitled to AbbVierely exclusively on an Officer’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsCertificate).

Reports. Whether or not the Company or any Guarantor is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company and JCC Holding shall file (iwhich filing may be on a consolidated basis) AbbVie has timely with the SEC (to the extent permitted under the Exchange Act) on or prior to the date they are or would have been required to file such with the SEC (the "Required Filing Date"), annual and quarterly consolidated financial statements substantially equivalent to financial statements that would have been included in reports filed with the SEC if the Company or furnished JCC Holding, as applicable, were subject to the requirements of Section 13 or 15(d) of the Exchange Act, including, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants as such would be required in such reports to the SEC all reportsand, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectivelyin each case, together with any exhibits a management's discussion and schedules thereto analysis of financial condition and other information incorporated thereinresults of operations which would be so required. The Company and JCC Holding shall also include in such reports the anticipated completion date of the Casino and, in the case of quarterly reports, the “AbbVie Contingent Payments made, the Contingent Payment Accrual amount and Consolidated EBITDA with respect to the most recently ended fiscal quarter of the Company, and in the case of annual reports, the audited Contingent Payments made, the audited Contingent Payment Accrual amount and audited Consolidated EBITDA for the most recently ended fiscal year and for each of the Semiannual Periods ending in such fiscal year. The Company and JCC Holding shall also file all other reports and information that they are or would have been required with the SEC Documents”)prior to the Required Filing Date. No Subsidiary The Company and JCC Holding will also provide copies of AbbVie is required such annual and quarterly reports to the Trustee within 30 days after the Required Filing Date; provided, that the Company and JCC Holding shall not be in default of the provisions of this Section 5.8 for any failure to file any reportreports with the SEC solely by refusal by the SEC to accept the same for filing, scheduleit being understood that in such event, form, statement, prospectus, registration statement or other document such reports shall be delivered to the Trustee as described herein as if they had been filed with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed Within ten (10) days following the final business day of each month, Manager will submit to Owner’s Agent a report showing Revenues for the previous month, Operating Expenses for the previous month, the estimated Management Fee due to Manager for the previous month, and the estimated Net Distribution to Owner due with or furnished respect to the SEC all reportsprevious month, schedules, forms, statements, prospectuses, registration statements calculated separately for each Pool of Containers and other documents Original Containers then covered under this Agreement and/or the Initial Management Agreement. The report required hereunder shall precede the monthly remittance from Manager to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (iiOwner contemplated under Section 9(b) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on and the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior figures contained therein shall be subject to adjustment pursuant to the date quarterly adjustment provisions of subsection 9(b) of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingAgreement. (iiib) AbbVie isNot later than forty-five (45) days after the end of every calendar quarter, Manager will furnish to Owner’s Agent at Manager’s expense, a reconciliation of all the calculations included under Section 4(b), Section 7, and since January 1Section 9 with respect to accounts receivable and accounts payable balances at quarter-end for all Containers, 2017 has beenand an unaudited statement of operations and operating statistics relative to Manager’s compliance with Section 4(b)(i), all in compliance form acceptable to Owner, said statement of operations and operating statistics to be with respect to the Containers and also with respect to all containers in all material respects with (A) the applicable provisions Manager’s Fleet of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act same Container Types as the Containers, for such period and (B) for all the applicable listing preceding quarterly periods in the calendar year. The aforesaid reconciliations will be provided both on separate basis for each Pool of Containers and corporate governance rules Original Containers then covered under this Agreement and/or the Initial Management Agreement and regulations on an aggregated basis for all Pools of NYSEContainers and Original Containers then covered under this Agreement and/or the Initial Management Agreement. (ivc) AbbVie Not later than ninety (90) days after the close of each calendar year, Manager will deliver to Owner’s Agent a report prepared by a firm of independent certified public accountants as to their review (which review will not constitute, and its Subsidiaries have established is not intended to be the equivalent of, an audit of the operations of Manager’s Fleet), prepared (at the expense of Owner) with respect to accounts receivable and maintain disclosure controls accounts payable balances at year-end for all Containers, of the operations of the Containers and the correctness of the computations made by Manager pursuant to Section 4(b), Section 7, and Section 9 for the immediately preceding calendar year and the conformity of the procedures (as defined followed by Manager in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material connection with such computations to the AbbVie Group, taken as a whole, such disclosure controls obligations and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required duties of Manager under the Exchange Actthis Agreement. (vd) AbbVie and its Subsidiaries Owner shall have established and maintain a system of internal controls designed the reasonable right to provide reasonable assurance regarding approve the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee selection of the AbbVie Board firm of independent certified public accountants that prepare the review described in Section 11(c) above. The current firm used by Manager is KPMG Peat Marwick which Owner hereby approves. Further, if Owner wishes to have an audit instead of a review, Owner shall pay the incremental cost thereof, and Manager shall cooperate fully in said audit. (Ae) all significant deficiencies If Owner should utilize the Containers as collateral for a Debt Financing, Manager will furnish to Owner’s lender(s), if so requested by Owner, and material weaknesses in the design or operation to Owner and Owner’s Agent on a monthly basis, such other information as Manager generally provides to owners of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlscontainers managed by it.

Reports. (ia) AbbVie has timely filed So long as any Notes are outstanding, the Company will file with or furnished the Commission and furnish to the SEC all reportsTrustee and, schedulesupon request, formsto the Holders: (1) within 90 days after the end of each fiscal year, statementsan annual report on Form 10-K; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, prospectuses, registration statements and other documents a quarterly report on Form 10-Q; and (3) promptly from time to time after the occurrence of an event required to be filed with or furnished therein reported pursuant to Form 8-K, a current report on Form 8-K. If the Company is no longer subject to the SEC by AbbVie since January 1, 2017 (collectively, together with periodic reporting requirements of the Exchange Act for any exhibits and schedules thereto and other information incorporated thereinreason, the “AbbVie SEC Documents”)Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.16 with the Commission within the time periods specified above unless the Commission will not accept such a filing. No Subsidiary of AbbVie is If the Commission will not accept the Company’s filings for any reason, the Company will furnish the reports referred to in the preceding paragraphs to the Trustee within the time periods that would apply if the Company were required to file any report, schedule, form, statement, prospectus, registration statement or other document those reports with the SEC. (ii) As Commission. The Company will not take any action for the purpose of its filing date (orcausing the Commission not to accept any such filings. Any information filed with, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to to, the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-Commission via ▇▇▇▇▇ Act shall be deemed to have been made available to the Trustee and (B) the applicable listing and corporate governance rules and regulations registered Holders of NYSEthe Notes. (ivb) AbbVie Notwithstanding the foregoing, if Holdings or any other direct or indirect parent of the Company fully and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in unconditionally guarantees the Notes, the filing of such reports by such parent within the time periods specified above will satisfy such obligations of the Company; provided that such reports shall include the information required by Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material 3-10 of Regulation S-X with respect to the AbbVie GroupCompany and the Guarantors. (c) The Company shall distribute such information and such reports to the Trustee, taken as a wholeand make them available, upon request, to any Holder and to any such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material prospective investor or securities analyst. To the extent not satisfied by the foregoing, the Company shall also make publicly available the information required to be included in AbbVie’s periodic and current reports required available pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (a) Servicer shall prepare and forward to the Administrative Agent (and the Administrative Agent shall promptly forward the same to each Managing Agent) (i) AbbVie has timely filed with during a Monthly Reporting Period, on each Monthly Settlement Date, a Monthly Report, (ii) during a Weekly Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on Tuesday of each calendar week (or furnished to if such day is not a Business Day, on the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 next succeeding Business Day) (collectively, together with any exhibits and schedules thereto and other information incorporated therein, each such date the “AbbVie SEC DocumentsWeekly Reporting Date”), a Weekly Report covering the period from and including Monday of the preceding week to but excluding Monday of such week and (iii) during a Daily Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on each Business Day (or such other schedule as may be consented to by the Required Managing Agents) (each such date the “Daily Reporting Date”), a Daily Report covering the immediately preceding Business Day (provided, that a Daily Report covering the first (1st) Business Day following a weekend or holiday or both shall also cover such weekend or holiday or both), in each case, certified by an Authorized Officer of Servicer; it being understood that Servicer may provide interim reporting at any time and from time to time (including upon any change in or cancellation of any Special Concentration Limit). No Subsidiary of AbbVie In the event that Servicer is required to file furnish any reportWeekly Report or Daily Report as provided herein, scheduleand if the last day of the week covered by such Weekly Report or if the day covered by such Daily Report, formas applicable, statement, prospectus, registration statement or other document with occurs during the SEC. (ii) As period commencing on the day of its filing date (or, if amended or superseded by a filing prior to any calendar month when Crude Oil Receivables generated during the date of this Agreement, immediately preceding calendar month are payable and ending on the date of the following calendar month on which Crude Oil Receivables generated during the calendar month immediately preceding such amended or superseding filing)following month are invoiced, each AbbVie SEC Document filed or furnished prior to then the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light computation of the circumstances under Net Receivables Balance set forth in such Weekly Report or Daily Report, as applicable, shall include the aggregate amount of all Crude Oil Receivables for which they were made, invoices have not misleadingyet been issued but which would qualify as Eligible Receivables had an invoice been issued in respect thereof. (iiib) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) If the applicable provisions rating system of the ▇▇▇▇▇▇▇▇-▇▇▇▇’▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed or S&P shall change, or if either such rating agency shall cease to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregatebusiness of rating corporate debt obligations, material Servicer, the Managing Agents and the Administrative Agent shall negotiate in good faith to amend, in a manner acceptable to Servicer and the Required Managing Agents, the reporting obligations of Servicer to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment Servicer’s reporting obligations hereunder shall be determined by reference to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective rating most recently in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls effect prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design such change or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlscessation.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Parent or the Company will furnish to the SEC Holders or cause the Trustee to furnish to the Holders of Global Notes, within the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly reports on Form 10-Q and other documents annual reports on Form 10-K that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, on such forms if Parent or the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file such reports under the Exchange Act; (2) all current reports on Form 8-K that would be required to be filed with the SEC on such form if Parent or the Company were required to file such reports under the Exchange Act; and (3) in a footnote to Parent’s financial statements included in quarterly or annual reports to be filed or furnished pursuant to clauses (1) and (2) of this Section 4.16(a), the financial information required to comply with Rule 3-10 of Regulation S-X under the Securities Act. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by Parent’s certified independent accountants. In addition, Parent will post the reports on its website within the time periods specified in the rules and regulations applicable to such reports and Parent will file a copy of each of the reports referred to in clauses (1) and (2) of this Section 4.16(a) with the SEC for public availability within those time periods (unless the SEC will not accept such a filing). Parent and the Company will be deemed to have furnished such reports referred to above to the Trustee and Holders if Parent has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any reportsuccessor system) and such reports are publicly available. If at any time the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, scheduleParent or the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.16(a) with the SEC within the time periods specified by the SEC for registrants that are non-accelerated filers unless the SEC will not accept such a filing. Neither Parent nor the Company will take any action for the purpose of causing the SEC not to accept any such filings. If, formnotwithstanding the foregoing, statementthe SEC will not accept Parent’s or the Company’s filings for any reason, prospectus, registration statement Parent or other document the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply to non-accelerated filers if Parent or the Company were required to file those reports with the SEC. (iib) As The quarterly and annual reports and financial information required by the preceding paragraphs will include a Management’s Discussion and Analysis of its filing date Financial Condition and Results of Operations (orthe “MD&A”) of Parent, if amended which shall include a discussion and analysis of the Company and the Restricted Subsidiaries. If the Board of Directors of Parent has designated any of the Restricted Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or superseded by a filing prior in the footnotes thereto, and also in the MD&A, of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. Parent agrees that, for so long as any Notes remain outstanding, it will use commercially reasonable efforts to hold and participate in quarterly conference calls with Holders of the Notes and securities analysts relating to the date financial condition and results of this Agreementoperations of Parent, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to Company and the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingRestricted Subsidiaries. (iiic) AbbVie isIn addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Delivery of such reports, information and documents to the Trustee shall be for informational purposes only, and since January 1the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, 2017 has beenincluding Parent or the Company, in compliance in all material respects with any of their covenants hereunder (Aas to which the Trustee is entitled to rely exclusively on officers’ certificates). (e) Documents filed by us with the applicable provisions of SEC via the ▇▇▇▇▇ system will be deemed filed with the Trustee as of the time such documents are filed via ▇▇▇▇-▇▇▇▇▇ Act . Delivery of such reports, information and (B) documents to the applicable listing Trustee is for informational purposes only, and corporate governance rules and regulations the Trustee’s receipt of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants hereunder (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected Trustee is entitled to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Actrely exclusively on officers’ certificates). (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished to not required by the SEC rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer and the Guarantors shall make available on a publicly available website, within the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Issuer were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports. (b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Issuer’s consolidated financial statements by the Issuer’s certified independent accountants. The Issuer shall file a copy of each of the reports referred to in Section 4.03(a) with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. (c) If, at any reporttime after consummation of the Exchange Offer, schedulethe Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, formthe Issuer shall nevertheless continue filing the reports specified in Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer shall not take any action for the purpose of causing the SEC not to accept any such filings. If, statementnotwithstanding the foregoing, prospectusthe SEC will not accept the Issuer’s filings for any reason, registration statement or other document the Issuer will post the reports referred to Section 4.03(a) on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC. (iid) As If the Issuer has designated any of its filing date (orSubsidiaries as Unrestricted Subsidiaries, if amended or superseded then the quarterly and annual financial information required by Section 4.03(a) shall include a filing prior to the date of this Agreementreasonably detailed presentation, either on the date face of such amended the financial statements or superseding filing), each AbbVie SEC Document filed or furnished prior to in the date of this Agreement did notfootnotes thereto, and each AbbVie SEC Document filed or furnished subsequent to the date in “Management’s Discussion and Analysis of this Agreement will not, contain any untrue statement Financial Condition and Results of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light Operations,” of the circumstances under which they were made, not misleadingfinancial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (iiie) AbbVie isIn addition, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions for so long as any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) Notes remain outstanding, if at any time the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under Issuer or the Exchange Act). Such disclosure controls and procedures Guarantors are designed not required to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during file with the periods in which SEC the periodic reports required under by Section 4.03(a), the Exchange Act are being prepared. Except as has not been Issuer and would not reasonably be expected the Guarantors shall furnish to beHolders and to securities analysts and prospective investors, individually or in upon their request, the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. 5.1 Within sixty (i60) AbbVie has timely filed days after the close of each Calendar Quarter during the term of this License (including the last day of any such Calendar Quarter following any termination of this License), ▇▇▇ Arbor Stromal shall report to University all royalties accruing to University under Section 4 during such Calendar Quarter. Such quarterly reports shall indicate for each Calendar Quarter the gross sales and Net Sales of Product; such reports shall also indicate Net Sales with respect to which payments are due and the amount of such payments, as well as the various calculations used to arrive at said amounts, including the quantity, description (nomenclature and type designation), country of sale and country of manufacture of Product(s). In case no payment is due for any such period, ▇▇▇ Arbor Stromal shall so report. 5.2 ▇▇▇ Arbor Stromal covenants that it will promptly establish and consistently employ a system of specific nomenclatures and type designations for Product(s) so that the various types can be identified and segregated, and ▇▇▇ Arbor Stromal and Affiliates will consistently employ such system when rendering invoices thereon and henceforth agrees to inform University, or furnished its auditors, when requested as to the SEC details concerning such nomenclature system as well as to all reportsadditions thereto and changes therein. 5.3 ▇▇▇ Arbor Stromal shall keep and it shall cause its Affiliates to keep, schedules, forms, statements, prospectuses, registration statements true and other documents accurate records and books of account containing data reasonably required for the computation and verification of payments to be filed with or furnished to made as provided by this License, which records and books shall be open for inspection upon reasonable notice during business hours by inspectors selected by and at the SEC by AbbVie since January 1, 2017 expense of University for the purpose of verifying the amount of payments due and payable. Said right of inspection will exist for six (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii6) As of its filing date (or, if amended or superseded by a filing prior to years from the date of origination of any such record and this Agreementrequirement and right of inspection shall survive any termination of this License for a period of three (3) years after such termination. However, on in the date event that such inspection reveals an underpayment of such amended or superseding filingroyalties to University in excess of five percent (5%), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇then said inspection shall be at ▇▇▇ Act Arbor Stromal's expense and (B) the applicable listing such underpayment shall become immediately due and corporate governance rules and regulations of NYSEpayable to University. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed 5.4 The reports provided hereunder shall be certified by an authorized representative of ▇▇▇ Arbor Stromal to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material correct to the AbbVie Group, taken as a whole, such disclosure controls best of ▇▇▇ Arbor Stromal's knowledge and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Actinformation. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes (or file with the SEC for public availability), within the time periods specified in the SEC’s rules and regulations: (i) AbbVie has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Company will file a copy of each of the reports referred to in clauses (i) and (ii) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA §314(a). If, at any reporttime, schedulethe Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, formthe Company will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, statementnotwithstanding the foregoing, prospectusthe SEC will not accept the Company’s filings for any reason, registration statement or other document the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (iib) As If the Company has designated any of its filing date Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (or, if amended or superseded by a filing prior to the date a) of this AgreementSection 4.03 will include a reasonably detailed presentation, either on the date face of such amended the financial statements or superseding filing), each AbbVie SEC Document filed or furnished prior to in the date of this Agreement did notfootnotes thereto, and each AbbVie SEC Document filed or furnished subsequent to the date in Management’s Discussion and Analysis of this Agreement will notFinancial Condition and Results of Operations, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingfinancial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (iiic) AbbVie isFor so long as any Notes remain outstanding, and since January 1, 2017 has been, in compliance in all material respects if at any time they are not required to file with the SEC the reports required by paragraphs (Aa) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (Bb) of this Section 4.03, the applicable listing Company and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material Guarantors will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (vd) AbbVie Delivery of such reports, information and its Subsidiaries have established and maintain a system of internal controls designed documents to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting Trustee is for informational purposes only and the preparation of AbbVieTrustee’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation receipt of such internal controls prior shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the date of this Agreement, Trustee is entitled to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsrely exclusively on Officers’ Certificates).

Reports. Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of the Notes (i) AbbVie has timely filed all quarterly and annual financial information that would be required to be contained in a filing with or furnished the SEC on Forms 10-Q and 10- K if the Company was required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the SEC annual information only, a report thereon by the Company's certified independent accountants, and (ii) all reports, schedules, forms, statements, prospectuses, registration statements and other documents current reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, on Form 8-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file any reportsuch reports, schedule, form, statement, prospectus, registration statement or other document with in each case within the time periods specified in the SEC. (ii) As of its filing date (or's rules and regulations. In addition, if amended whether or superseded not required by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. the SEC, the Company will file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (ivunless the SEC will not accept such a filing) AbbVie and its Subsidiaries make such information available to securities analysts and prospective investors upon request. The Company will be deemed to have established satisfied such requirements if GCL files and maintain disclosure controls provides reports, documents and procedures (as defined information of the types otherwise so required by the SEC, in Rule 13a-15 each case within the applicable time periods, and the Company is not required by the SEC to file such reports, documents and information separately under the Exchange Actapplicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by GCL. Furthermore, the Company will agree that, for so long as any Notes remain outstanding (and regardless of the immediately preceding sentence). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material it will furnish to the AbbVie GroupHolders of the Notes and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (i) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish to the SEC Holders of Notes and the Trustee, within the time periods specified in the SEC’s rules and regulations for non-accelerated filers: (a) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Issuer were required to file any report, schedule, form, statement, prospectus, registration statement or other document such reports; and (b) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports; provided that the electronic filing of the foregoing reports by the Issuer on the SEC. ’s E▇▇▇▇ system (iior any successor system) As of its filing date (or, if amended or superseded by a filing prior shall be deemed to satisfy the Issuer’s delivery obligations to the date Trustee and any Holder of this Agreement, on the date of Notes. All such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement reports will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance be prepared in all material respects in accordance with (A) the applicable provisions all of the ▇▇▇▇▇▇▇▇rules and regulations applicable to such reports. Each annual report on Form 10-▇K will include a report on the Issuer’s consolidated financial statements by the Issuer’s certified independent accountants. In addition, the Issuer will file a copy of each of the reports referred to in clauses (a) and (b) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. If, at any time, the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer will not take any action reasonably expected to cause the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC. If, at any time, the Issuer does not have a class of equity listed on a national securities exchange, the Issuer will schedule a conference call to be held reasonably promptly, but not more than ten Business Days following the release of each report containing the financial information referred to in clause (a) above to discuss the information contained in such report. The Issuer will take reasonable steps to notify Holders of Notes about such call and provide them and prospective investors in the Notes with instructions to obtain access to such conference call concurrently with and in the same manner as each delivery of financial statements pursuant to clause (a) above. In addition, the Issuer agrees that, if at any time it is not required to file with the SEC the reports required by the preceding paragraphs, it will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act for so long as the Notes are subject to resale restrictions under Rule 144 under the Securities Act. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured. Delivery of such reports, information, and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Issuer’s compliance with any of its covenants under the Indenture as to which the Trustee is entitled to rely exclusively on an officer’s certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or with respect to any reports or other documents filed with the SEC or E▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 or any website under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVieIndenture, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods or participate in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Actany conference calls. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with or furnished The Company shall furnish a report each quarter, to the SEC all reportsMinister, schedulesthe Head of the Inspectorate Division of the Minerals Commission, formsthe Chief Executive of the Minerals Commission and the Director of Ghana Geological Survey, statementsin such forms as may from time to time be approved by the Minister, prospectusesregarding the quantities of gold and silver won in that quarter, registration statements quantities sold, the revenue received and royalties payable for that quarter and such other documents information as may be required. Such reports shall be submitted not later than thirty (30) days after the end of each quarter. (b) The Company shall furnish a report each half-year to the Minister, the Chief Inspector of Mines of the Inspectorate Division, Minerals Commission, the Chief Executive of the Minerals Commission and the Director of Ghana Geological Survey in such form as may from time to time be approved by the Minister summarising the results of its operations in the Lease Area during the half-year and records to be kept by the Company pursuant to paragraphs 14, 15 and 16 hereof. Each such report shall include a description of any geological or geophysical work carried out by the Company in that half-year and a plan upon a scale approved by the Head of the Inspectorate Division of the Minerals Commission showing dredging areas and mine workings. Such reports shall be submitted not later than forty (40) days after the half-year to which they relate. (c) The Company shall furnish a report each Financial Year in such form as may from time to time be approved by the Minister to the Head of the Inspectorate Division of the Minerals Commission, the Chief Executive of the Minerals Commission and the Director of Ghana Geological Survey Department summarising the results of its operations in the Lease Area during that Financial Year and the records required to be filed kept by the Company pursuant to paragraphs 14, 15, and 16 hereof. Each such report shall include a description of the proposed operations for the following year with or furnished an estimate of the production and revenue to be obtained therefrom. Such reports shall be submitted not later than sixty (60) days after the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary end of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SECeach Financial Year. (iid) As The Company shall furnish the Minister, the Head of its filing date the Inspectorate Division of the Minerals Commission, the Chief Executive of the Minerals Commission and the Director of Ghana Geological Survey not later than three (or, if amended 3) months after the expiration or superseded by a filing prior to the date termination of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of with a material fact or omit to state any material fact necessary in order to make the statements made therein, in light report giving an account of the circumstances under which they were madegeology of the Lease Area including the stratigraphic and structural conditions, not misleadingtogether with a geological map on a scale prescribed in the Mining Regulations. (iiie) AbbVie is, The Company shall furnish the Minister and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions Chief Executive of the ▇▇▇▇▇▇▇▇Minerals Commission, with a report of the particulars of any proposed alteration to its regulations. The Company shall also furnish the Minister and the Chief Executive of the Minerals Commission with a report on the particulars of any fresh issues of shares of its capital stock or borrowings in excess of an amount equivalent to the Stated Capital of the Company. All such reports shall be in such form as the Minister may require and shall be submitted not less than twenty-▇▇▇▇▇ Act and one (B21) days (or such lesser period as the applicable listing and corporate governance rules and regulations Minister may agree) in advance of NYSEany proposed alteration, fresh issue or borrowing, as the case may be. (ivf) AbbVie The Company shall, not later than 180 days after the end of each Financial Year, furnish the Minister and the Chief Executive of the Minerals Commission with a copy each of its Subsidiaries have established annual financial reports including a balance sheet, profit and maintain disclosure controls loss account, and procedures (as defined in Rule 13a-15 under all notes pertaining thereto, duly certified by a qualified accountant who is a member of the Exchange Act)Ghana Institute of Chartered Accountants. Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbViecertificate shall not in any way imply acceptance of such reports by the Government or preclude the Government from auditing the Company’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Actbooks of account. (vg) AbbVie and its Subsidiaries have established and maintain a system The Company shall furnish the Minister, the Head of internal controls designed to provide reasonable assurance regarding the reliability Inspectorate Division of AbbVie’s financial reporting the Minerals Commission, the Chief Executive of the Minerals Commission and the preparation Director of AbbVie’s financial statements for external purposes in accordance Ghana Geological Survey with GAAP. AbbVie’s principal executive officer such other reports and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior information concerning its operations as they may from time to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are time reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsrequire.

Reports. Provider shall prepare and provide to the Board any operational information which the Board may request from time to time, including any information needed to assist the Board in complying with any reporting obligations or contractual requirements imposed by the VA or any other regulatory entity. In addition, Provider shall file Financial Reports in accordance with the following guidelines: (a) Within thirty (30) calendar days after the end of each calendar month, Provider shall provide the Board with an unaudited balance sheet and an unaudited statement of income and expenses for such month relating to the operation of the Veterans Cemetery, dated the last day of such month; and (b) Within one hundred fifty (150) calendar days after the end of the fiscal year of the Veterans Cemetery, Provider shall provide the Board with combined audited financial statements from an auditor acceptable to Board, including: (i) AbbVie has timely filed with or furnished to a balance sheet of the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to Veterans Cemetery dated the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary last day of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC.said fiscal year; and (ii) As a statement of its filing date (or, if amended or superseded by a filing prior income and expense for the year then ended relating to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light operation of the circumstances under which they were made, not misleading.Veterans Cemetery; and (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) a statement of cash flows for the applicable provisions of year then ended for the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE.Veterans Cemetery; and (iv) AbbVie audit adjustments reconciling audited annual financial statements to unaudited monthly financial statements previously provided by Provider. The balance sheet and its Subsidiaries have established statement of income and maintain disclosure controls expense shall include columns setting forth the applicable amounts for the prior fiscal year, comparing data reported pursuant to Section 7.04(b), above, to such prior year’s data (if applicable) as well as to the budget developed for that same year. In this connection, all such reports shall be prepared on forms reasonably acceptable to the Board and procedures (as defined Provider, and all statements and reports shall be prepared on an accrual basis, in Rule 13a-15 under the Exchange Act)accordance with GAAP, consistently applied. Such disclosure controls and procedures are designed As additional support to ensure that material reporting information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under this Contract, Provider shall, at the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to beBoard’s request, individually or in the aggregate, material provide to the AbbVie GroupBoard, taken as a wholewithin five (5) working days of the Board’s request, such disclosure controls access to and/or copies of: (i) all bank statements and procedures are effective in timely alerting AbbVie’s principal executive officer reconciliations; and (ii) detailed cash receipts and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act.disbursement records; and (iii) general ledger listing; and (iv) summaries of adjusting journal entries; and (v) AbbVie and its Subsidiaries have established and maintain a system copies of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board all paid bills; and (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (Bvi) any fraud, whether or other supporting documentation the Board may reasonably request within such reasonable time as not material, that involves management or other employees who have a significant role in internal controlsto impair the performance of Provider’s functions under this Contract.

Reports. (i) AbbVie has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents The filings required to be filed with or furnished to the SEC made by AbbVie NCNG since January 1, 2017 (collectively1996 under NYSE rules, together the Securities Act, the Exchange Act, the Power Act, and applicable North Carolina laws and regulations, have been filed with the NYSE and each applicable Governmental Authority, including the SEC, FERC and the NCUC, and NCNG has complied in all material respects with all requirements of such acts, laws and rules and regulations thereunder except to the extent any exhibits and such failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on NCNG. As of their respective dates, none of the NCNG SEC Reports, including without limitation any financial statements or schedules thereto and other information incorporated included therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, therein not misleading in light of the circumstances under which they were made, not misleading. . Each of the balance sheets (iiiincluding the related notes and schedules) AbbVie is, and since January 1, 2017 has been, included in compliance the NCNG SEC Reports fairly presented in all material respects the consolidated financial position of NCNG and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes and schedules) included therein fairly presented in all material respects the results of operations and cash flows of NCNG and its Subsidiaries for the respective fiscal periods or as of the respective dates set forth therein. Each of the financial statements (including the related notes and schedules) included in the NCNG SEC Reports (i) complied in all material respects as to form with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act accounting requirements and (B) the applicable listing and corporate governance rules and regulations of NYSE. the SEC, and (ivii) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined was prepared in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including accordance with GAAP consistently applied during the periods presented, except as otherwise noted therein and subject to normal year-end and audit adjustments in which the periodic reports required under the Exchange Act are being preparedcase of any unaudited interim financial statements. Except as has not been and would not reasonably be expected to befor NCNG, individually or in none of the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information NCNG Companies is required to be included in AbbVie’s periodic and current file any forms, reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsdocuments with the SEC, the NYSE or any other foreign or domestic securities exchange or Governmental Authority with jurisdiction over securities laws.

Reports. (i) AbbVie ON PROGRESS, BENCHMARKS, SALES, AND PAYMENTS 9.01 Prior to signing this AGREEMENT, LICENSEE has timely filed with or furnished provided to PHS the COMMERCIAL DEVELOPMENT PLAN at Appendix F, under which LICENSEE intends to bring the subject matter of the LICENSED PATENT RIGHTS to the SEC all reportspoint of PRACTICAL APPLICATION. This COMMERCIAL DEVELOPMENT PLAN is hereby incorporated by reference into this AGREEMENT Based on this plan, schedulesperformance BENCHMARKS are determined as specified in Appendix E. 9.02 LICENSEE shall provide written annual reports on its product development progress or efforts to commercialize under the COMMERCIAL DEVELOPMENT PLAN for each of the LICENSED FIELDS OF USE within sixty (60) days after December 31 of each calendar year. These progress reports shall include, formsbut not be limited to: progress on research and development, statementsstatus of applications for regulatory approvals, prospectusesmanufacturing, registration statements marketing, importing, and other documents required sales during the preceding calendar year, as well as plans for the present calendar year. PHS also encourages these reports to be filed with or furnished include information on any of LICENSEE's public service activities that relate to the SEC LICENSED PATENT RIGHTS. If reported progress differs from that projected in the COMMERCIAL DEVELOPMENT PLAN and BENCHMARKS, LICENSEE shall explain the reasons for such differences. In any such annual report, LICENSEE may propose amendments to the COMMERCIAL DEVELOPMENT PLAN, acceptance of which by AbbVie since January 1PHS may not be denied unreasonably. LICENSEE agrees to provide any additional information reasonably required by PHS to evaluate LICENSEE's performance under this AGREEMENT. LICENSEE may amend the BENCHMARKS at any time upon written consent by PHS. PHS shall not unreasonably withhold approval of any request of LICENSEE to extend the time periods of this schedule if such request is supported by a reasonable showing by LICENSEE of diligence in its performance under the COMMERCIAL DEVELOPMENT PLAN and toward bringing the LICENSED PRODUCTS to the point of PRACTICAL APPLICATION. 9.03 LICENSEE shall report to PHS the dates for achieving BENCHMARKS specified in Appendix E and the FIRST COMMERCIAL SALE in each country in the LICENSED TERRITORY within thirty (30) days of such occurrences. 9.04 Beginning after the first commercial sale, 2017 LICENSEE shall submit to PHS within sixty (collectively, together with any exhibits 60) days after each calendar half-year ending June 30 and schedules thereto and other information incorporated thereinDecember 31 a royalty report setting forth for the preceding half-year period the amount of the LICENSED PRODUCTS sold or LICENSED PROCESSES practiced by or on behalf of LICENSEE in each country within the LICENSED TERRITORY, the “AbbVie SEC Documents”)NET SALES, and the amount of royalty accordingly due. No Subsidiary of AbbVie is required to file any With each such royalty report, scheduleLICENSEE shall submit payment of the earned royalties due. If no earned royalties are due to PHS for any reporting period, form, statement, prospectus, registration statement or other document with the SECwritten report shall so state. The royalty report shall be certified as correct by an authorized officer of LICENSEE and shall include a detailed listing of all deductions made under Paragraph 2.10 to determine NET SALES made under Article 6 to determine royalties due. (ii) As 9.05 Royalties due under Article 6 shall be paid in U.S. dollars. For conversion of its filing date (orforeign currency to U.S. dollars, if amended or superseded by a filing prior the conversion rate shall be the New York foreign exchange rate quoted in The Wall Street Journal on the day that the payment is due. All checks and bank drafts shall be drawn on United States banks and shall be payable, as appropriate, to "NIH/Patent Licensing." All such payments shall be sent to the date of this Agreementfollowing address: NIH, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading▇. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇▇ Act . Any loss of exchange, value, taxes, or other expenses incurred in the transfer or conversion to U.S. dollars shall be paid entirely by LICENSEE. The royalty report required by Paragraph 9.04 of this AGREEMENT shall accompany each such payment, and (B) a copy of such report shall also be mailed to PHS at its address for notices indicated on the applicable listing and corporate governance rules and regulations Signature Page of NYSEthis AGREEMENT. (iv) AbbVie 9.06 LICENSEE shall be solely responsible for determining if any tax on royalty income is owed by LICENSEE outside the United States and its Subsidiaries have established shall pay any such tax and maintain disclosure controls and procedures (as defined in Rule 13a-15 under be responsible for all filings with appropriate agencies of foreign governments. Any foreign tax credits received relative to such payments are for the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Actaccount of LICENSEE. (v) AbbVie 9.07 Interest and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes penalties may be assessed by PHS on any overdue payments in accordance with GAAPthe Federal Debt Collection Act. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation The payment of such internal controls prior late charges shall not prevent PHS from exercising any other rights it may have as a consequence of the lateness of any payment. 9.08 All plans and reports required by this Article 9 and marked "confidential" by LICENSEE shall, to the date of this Agreementextent permitted by law, to AbbVie’s auditors be treated by PHS as commercial and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information obtained from a person and as privileged and confidential, and any proposed disclosure of such records by the PHS under the Freedom of Information Act (B) any fraudFOIA), whether or not material, that involves management or other employees who have a significant role in internal controls5 U.S.C. Section 552 shall be subject to the predisclosure notification requirements of 45 CFR Section 5.65(d).

Reports. (i) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the SEC Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC's rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file any report, schedule, form, statement, prospectus, registration statement or other document such reports; and (2) all current reports that would be required to be filed with the SEC. (ii) As of its filing date (or, SEC on Form 8-K if amended or superseded by a filing prior the Company were required to the date of this Agreement, on the date of file such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance reports. All such reports shall be prepared in all material respects in accordance with (A) the applicable provisions all of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the Company's consolidated financial statements by the Company's certified independent accountants. In addition, the Company shall file a copy of NYSE. each of the reports referred to in clauses (iv1) AbbVie and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and, if the SEC will not accept such a filing, shall post the reports on its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others website within those entitiestime periods. If, including during at any time, the periods in which Company is no longer subject to the periodic reports required under reporting requirements of the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to befor any reason, individually or the Company shall nevertheless continue filing the reports specified in the aggregatepreceding paragraphs of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company shall not take any action for the purpose of causing the SEC not to accept any such filings. If, material notwithstanding the foregoing, the SEC will not accept the Company's filings for any reason, the Company shall post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. In addition, the Company agrees that, for so long as any Notes remain outstanding, if at any time it is not required to file with the SEC the reports required by the preceding paragraphs, it shall furnish to the AbbVie GroupHolders of Notes and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the Commission’s rules and regulations, so long as any Securities of a series are outstanding, the Issuers will furnish to the SEC Holders of Securities of such series and the Trustee, within the time periods specified in the Commission’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits Commission on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Issuers were required to file any report, schedule, form, statement, prospectus, registration statement or other document such reports; and (2) all current reports that would be required to be filed with the SEC. (ii) As of its filing date (or, Commission on Form 8-K if amended or superseded by a filing prior the Issuers were required to file such reports. The Issuers shall be deemed to have furnished such reports to the date Trustee and the Holders of this Agreement, on Securities of any series if the date of Issuers have filed such amended information or superseding filing), each AbbVie SEC Document filed or furnished prior to reports with the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of Commission via the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act filing system and (B) such information or reports are publicly available. All such reports will be prepared in all material respects in accordance with all of the applicable listing and corporate governance rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Issuers’ consolidated financial statements by the Issuers’ certified independent accountants. In addition, the Issuers will file a copy of NYSEeach of the reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing) and will post the reports, or links to such reports, on Suburban Propane’s website within those time periods. If, at any time, either or both of the Issuers are no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuers will nevertheless continue filing the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Issuers agree that they will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Issuers’ filings for any reason, the Issuers will post the reports referred to in the preceding paragraph on Suburban Propane’s website within the time periods that would apply if the Issuers were required to file those reports with the Commission. (ivb) AbbVie and If Suburban Propane has designated any of its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Unrestricted Subsidiaries, is made known to AbbVie’s principal executive officer then the quarterly and its principal annual financial officer information required by others within those entitiesthe preceding paragraph will include a reasonably detailed presentation, including during either on the periods in which face of the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually financial statements or in the aggregatefootnotes thereto, material to and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the AbbVie Group, taken as a whole, such disclosure controls financial condition and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie results of operations of Suburban Propane and its Restricted Subsidiaries have established separate from the financial condition and maintain a system results of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee operations of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation Unrestricted Subsidiaries of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsSuburban Propane.

Reports. (i) AbbVie Since January 1, 2010, SuperMedia has timely filed with or furnished to the SEC all reports, schedules, forms, statementsdocuments, prospectuses, registration statements and other documents reports required to be filed by it with the SEC under the Securities Act or furnished the Exchange Act prior to the date hereof (the forms, documents, statements and reports so filed with the SEC by AbbVie since January 1, 2017 (collectively2010 and those filed with the SEC subsequent to the date of this Agreement under the Securities Act or the Exchange Act, together with if any, including any exhibits and schedules thereto and other information incorporated thereinamendments thereto, the “AbbVie SEC DocumentsSuperMedia Reports”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseded filing prior to the date of this Agreementhereof, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did notSuperMedia Reports complied, and each AbbVie SEC Document of the SuperMedia Reports filed or furnished subsequent to the date of this Agreement will notcomply, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and (B) the applicable listing and corporate governance rules and regulations promulgated thereunder (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as applicable. No SuperMedia Subsidiary is subject to the periodic reporting requirements of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure As of the time of filing with the SEC, none of the SuperMedia Reports so filed or that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably will be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior filed subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent that the information in such SuperMedia Report has been amended or superseded by a later SuperMedia Report filed prior to the date hereof. SuperMedia has made available to Dex correct and complete copies of all material correspondence with the SEC since January 1, 2010 and prior to the date hereof. To the Knowledge of SuperMedia, as of the date hereof, none of the SuperMedia Reports is the subject of any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. For purposes of this Agreement, to AbbVie’s auditors and “Knowledge of SuperMedia” shall mean the audit committee actual knowledge of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.Persons listed on Exhibit E.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders within 15 days after the time periods specified in the SEC’s rules and regulations (i) AbbVie has timely filed all quarterly and annual reports, including financial information that would be required to be contained in a filing with or furnished the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the SEC annual information only, a report on the annual financial statements by the Company’s certified independent accountants and (ii) all reports, schedules, forms, statements, prospectuses, registration statements and other documents current reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, on Form 8-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company shall at all times comply with TIA § 314(a). (b) If, at any reporttime the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, schedulethe Company will nevertheless continue filing the reports specified in Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. (c) The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, formnotwithstanding the foregoing, statementthe SEC will not accept the Company’s filings for any reason, prospectus, registration statement or other document the Company will post the reports referred to in Section 4.03(a) and (b) on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (iid) As Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders of its filing date the Notes if (i) the Company has filed (or, if amended or superseded by a filing prior to in the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement case of a material fact or omit to state any material fact necessary in order to make Form 8-K, furnished) such reports with the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of SEC via the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act filing system and such reports are publicly available, or (Bii) the applicable listing reports are posted and corporate governance rules and regulations of NYSEpublicly available on the Company’s website. The Trustee shall have no responsibility to verify that such reports have been filed. (ive) AbbVie Delivery of such reports, information and documents to the Trustee pursuant to this Section is for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its Subsidiaries have established and maintain disclosure controls and procedures covenants under this Indenture (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected Trustee is entitled to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Actcertificates). (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the SEC Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K (beginning with a Form 10-K for the year ending December 31, 2006, which Form 10-K need not be filed with the SEC or furnished to Holders until April 15, 2007) if the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file any report, schedule, form, statement, prospectus, registration statement or other document such reports; and (2) all current reports that would be required to be filed with the SEC. (ii) As of its filing date (or, SEC on Form 8-K if amended or superseded by a filing prior the Company were required to the date of this Agreement, on the date of file such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement reports. All such reports will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance be prepared in all material respects in accordance with (A) the applicable provisions all of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSEthe Exchange Act applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will make such information available to securities analysts and prospective investors upon request. The Company will at all times comply with TIA § 314(a). Notwithstanding the foregoing, the Company will not be required to file or furnish any information, certifications or reports required by Items 307 or 308 of Regulation S-K, except to the extent the rules and regulations of the SEC actually require it to do so. If at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. In the event that Parent or any other direct or indirect parent company of the Company is or becomes a Guarantor of the Notes, this Indenture will permit the Company to satisfy its obligations in this Section 4.03 by filing and furnishing reports relating to Parent or such other direct or indirect parent company in lieu of reports relating to the Company; provided, however, that such reports are accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent or such other direct or indirect parent company and any of its Subsidiaries other than the Company and its Restricted Subsidiaries, on the one hand, and the information relating to the Company, the Guarantors and the other Restricted Subsidiaries of the Company on a standalone basis, on the other hand. (ivb) AbbVie For so long as any Notes remain outstanding, if at any time the Company and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures Guarantors are designed not required to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during file with the periods in which SEC the periodic reports required under by paragraphs (a) and (b) of this Section 4.03, the Exchange Act are being prepared. Except as has not been Company and would not reasonably be expected to be, individually or in the aggregate, material Guarantors will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with or furnished AMBION shall provide quarterly reports of NET SALES and EXCLUSIVE NET SALES to ROSETTA, and shall be divided to NET SALES and EXCLUSIVE NET SALES in the US and outside the US. Exchange rates related to calculation of the Royalties pertaining to NET SALES and EXCLUSIVE NET SALES outside the US shall be determined according to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary principles set forth in Annex G of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SECthis Agreement. (iib) As AMBION shall maintain complete and accurate records of its filing date all NET SALES and EXCLUSIVE NET SALES and any amounts payable to ROSETTA in relation to the same. AMBION shall retain such records relating to a given Calendar Quarter for at least three (or3) years after the conclusion of that Calendar Quarter. During such three (3) year period, if amended or superseded ROSETTA shall have the right, at ROSETTA’s expense, to cause an independent, nationally-recognized, certified public accountant reasonably acceptable to AMBION, who is bound by a filing prior suitable confidentiality arrangement with AMBION, to inspect AMBION’s and the date relevant Affiliates’ records relating to NET SALES and EXCLUSIVE NET SALES during normal business hours for the sole purpose of verifying any reports and payments delivered under this Agreement. Such public accountant will only report to ROSETTA whether or not AMBION is in compliance with its obligations under this Agreement and shall not disclose or report to ROSETTA any other information or data to which it has access as part of this Agreementexamination. The parties shall reconcile any underpayment or overpayment within thirty (30) days after the accountant delivers the results of the audit. ROSETTA may exercise its rights under this Section only once every year and only with thirty (30) days prior notice to AMBION. Notwithstanding the aforesaid, on in the date event that any inspection as aforesaid reveals any underpayment by AMBION to ROSETTA in respect of any year in an amount exceeding [***]% ([***] percent) of the amount actually paid by AMBION to ROSETTA in respect of such amended or superseding filingyear, then AMBION shall (in addition to paying ROSETTA the shortfall), each AbbVie SEC Document filed or furnished prior to bear the date costs of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingsuch inspection. (iiic) AbbVie isRoyalties payable hereunder shall be made without any deductions, and since January 1except for withholding tax or any other fiscal deductions from time to time required by the government of any country. Withholding tax, 2017 has beenif any, in compliance in all material respects with (A) the applicable provisions levied by a government of any country of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed on payments made by AMBION to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually ROSETTA hereunder or in the aggregate, material any part thereof according to the AbbVie Group, taken as a whole, relevant law shall be borne by ROSETTA. AMBION will pay such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior withholding tax to the date respective taxing authorities and will deduct such amount from the royalty due to ROSETTA. AMBION shall use its best efforts to enable ROSETTA to claim exception there from under any double taxation or similar agreement in force and shall produce to ROSETTA proper evidence of this Agreement, to AbbVie’s auditors and the audit committee payments of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.withholding taxes,

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the SEC Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual financial information that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). If, at any reporttime after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, schedulethe Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, formthe Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. If, statementnotwithstanding the foregoing, prospectusthe SEC will not accept the Company’s filings for any reason, registration statement or other document the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (iib) As If the Company has designated any of its filing date Subsidiaries as Unrestricted Subsidiaries and such Subsidiaries constitute a Significant Subsidiary, then the quarterly and annual financial information required by paragraph (or, if amended or superseded by a filing prior to the date a) of this AgreementSection 4.03 will include a reasonably detailed presentation, either on the date face of such amended the financial statements or superseding filing), each AbbVie SEC Document filed or furnished prior to in the date of this Agreement did notfootnotes thereto, and each AbbVie SEC Document filed or furnished subsequent to the date in Management’s Discussion and Analysis of this Agreement will notFinancial Condition and Results of Operations, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingfinancial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (iiic) AbbVie isFor so long as any Notes remain outstanding, and since January 1, 2017 has been, in compliance in all material respects if at any time they are not required to file with the SEC the reports required by paragraphs (Aa) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (Bb) of this Section 4.03, the applicable listing Company and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material Guarantors will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie . Delivery of such reports, information and its Subsidiaries have established and maintain a system of internal controls designed documents to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting Trustee is for informational purposes only and the preparation of AbbVieTrustee’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation receipt of such internal controls prior shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the date of this Agreement, Trustee shall be entitled to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsrely exclusively on Officers’ Certificates).

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability), no later than thirty days after the expiration of the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file any reportsuch reports, scheduleincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, formwith respect to the annual information only, statement, prospectus, registration statement or other document a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC. (ii) As of its filing date (or, SEC on Form 8-K if amended or superseded by a filing prior the Company were required to the date of this Agreement, on the date of file such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement reports. All such reports will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Company will file a copy of each of the reports referred to in clauses ‎(1) and ‎(2) above with the SEC for public availability within the time periods specified above (Aunless the SEC will not accept such a filing) and will post the applicable provisions reports on its website within those time periods. The Company will at all times comply with TIA §314(a). If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this ‎Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company's filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods specified in this ‎Section 4.03. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph ‎(a) of this ‎Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs ‎(a) and ‎(b) of this ‎Section 4.03, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing, the Company shall be deemed to have furnished the reports required by paragraphs ‎(a) and ‎(b) of this ‎Section 4.03 to the Trustee and the Holders on the date the Company files such reports with the SEC via the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act filing system (or any successor thereto) and (B) the applicable listing and corporate governance rules and regulations of NYSEsuch reports become publicly available. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes of a series are outstanding, the Issuer will furnish (whether through hard copy or internet access) to the SEC Holders of Notes or post on its website, within the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Issuer were required to file such reports as a non-accelerated filer; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports, but shall not be required to comply with Rules 3-09, 3-10, 3-16 or Article 13 of Regulation S-X. Each annual report on Form 10-K will include a report on the Issuer’s consolidated financial statements by the Issuer’s independent registered public accounting firm. If, at any reporttime the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, schedule, form, statement, prospectus, registration statement or other document the Issuer will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC. (iib) As Any and all Defaults or Events of its filing date Default arising from a failure to furnish in a timely manner any information required by this Section 4.03 shall be deemed cured (or, if amended or superseded and the Issuer shall be deemed to be in compliance with this Section 4.03) upon furnishing such information as contemplated by a filing prior this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under Article 6 if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Agreement, on the date of Indenture and such amended acceleration has not been rescinded or superseding filing), each AbbVie SEC Document filed or furnished canceled prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingsuch cure. (iiic) AbbVie isTo the extent not satisfied by the foregoing, for so long as the Notes are outstanding, the Issuer will furnish to the Holders of the Notes, securities analysts and since January 1prospective investors, 2017 upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will be deemed to have furnished each report required by this Section 4.03 to the Holders of the Notes if it has been, in compliance in all material respects filed such report with (A) the applicable provisions of SEC using the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act filing system and (B) the applicable listing and corporate governance rules and regulations of NYSEsuch report is publicly available. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. 4.1 LICENSEE shall provide to LSU a written annual report on or before July 31 of each calendar year. The annual report shall include: reports of progress and of the amount of capital expended on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve (i12) AbbVie has timely filed months, and plans for the coming year. Each annual report shall be accompanied by the current certificate(s) of insurance in compliance with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SECParagraph 10.3. 4.2 After the FIRST COMMERCIAL SALE, LICENSEE shall provide quarterly reports to LSU. Within thirty (ii30) As days after each ROYALTY PERIOD closes (including the close of its filing date (or, if amended or superseded by a filing prior to the date ROYALTY PERIOD immediately following any termination of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior LICENSEE shall report to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.LSU for that ROYALTY PERIOD: (iiia) AbbVie is, number of LICENSED PRODUCTS manufactured and since January 1, 2017 has been, in compliance in sold by LICENSEE and all material respects with SUBLICENSEES; (Ab) the applicable provisions of the total ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for LICENSED PRODUCTS sold by LICENSEE and all SUBLICENSEES; (Bc) accounting for all LICENSED PROCESSES used or sold by LICENSEE and all SUBLICENSEES; (d) deductions applicable as provided in the applicable listing definition for NET SALES in Paragraph 1.6; (e) any consideration due on additional payments from SUBLICENSEES under Paragraph 3.1(c); (f) total running royalties due; and (g) names and corporate governance rules and regulations addresses of NYSEall SUBLICENSEES. (iv) AbbVie 4.3 LICENSEE covenants that it will promptly establish and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain consistently employ a system of internal controls designed specific nomenclature and type designations for LICENSED PRODUCTS and LICENSED PROCESSES to provide permit identification and segregation of various types where necessary. LICENSEE shall consistently employ, and shall require SUBLICENSEES to consistently employ, the system when rendering invoices thereon. On request, LICENSEE shall promptly explain to LSU, or its auditors, all details reasonably necessary to understand such nomenclature system, all additions thereto and changes therein. 4.4 LICENSEE shall keep, and shall require all SUBLICENSEES to keep, true and accurate records containing data reasonably required for the computation and verification of payments due under this Agreement. LICENSEE shall, and it shall require all SUBLICENSEES to: (1) open such records for inspection upon reasonable assurance regarding notice during business hours by either LSU auditor(s) or an independent certified accountant selected by LSU, for the reliability purpose of AbbVie’s financial reporting and verifying the preparation amount of AbbVie’s financial statements payments due; and (2) retain such records for external purposes in accordance with GAAPsix (6) years from date of origination. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation The terms of such internal controls prior to the date this Article shall survive any termination of this Agreement. LSU is responsible for all expenses of such inspection, to AbbVie’s auditors except that if any inspection reveals an underpayment greater than five percent (5%) of the amounts due LSU for any ROYALTY PERIOD, then LICENSEE shall pay all expenses of that inspection and the audit committee amount of the AbbVie Board underpayment and interest to LSU within twenty (A20) all significant deficiencies and material weaknesses in the design or operation days of internal controls which are reasonably likely written notice thereof. LICENSEE shall also reimburse LSU for reasonable expenses required to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) collect any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsamount underpaid.

Reports. 5.1 Within sixty (i60) AbbVie has timely filed days after the close of each Royalty Quarter during the term of this Agreement (including the close of any Royalty Quarter immediately following any termination of this Agreement), LICENSEE shall report to MICHIGAN all royalties accruing to MICHIGAN during such Royalty Quarter. Such quarterly reports shall indicate for each Royalty Quarter the gross sales and Net Sales of Products by LICENSEE and Affiliates, and any other revenues with respect to which payments are due, and the amount of such payments, as well as the various calculations used to arrive at said amounts, including the quantity, description (nomenclature and type designation), country of manufacture and country of sale of Products. In case no payment is due for any such period, LICENSEE shall so report. 5.2 LICENSEE covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for Products so that various types can be identified and segregated, where necessary; LICENSEE and Affiliates shall consistently employ such system when rendering invoices thereon and henceforth agree to inform MICHIGAN, or furnished its auditors, when requested as to the SEC details [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. concerning such nomenclature system as well as to all reportsadditions thereto and changes therein. 5.3 LICENSEE shall keep, schedulesand shall require its Affiliates to keep, forms, statements, prospectuses, registration statements true and other documents accurate records and books of account containing data reasonably required for the computation and verification of payments to be filed with made as provided by this Agreement, which records and books shall be open for inspection upon reasonable notice during business hours by either MICHIGAN auditor(s) or furnished to an independent certified accountant selected by MICHIGAN, for the SEC by AbbVie since January 1, 2017 purpose of verifying the amount of payments due and payable. Said right of inspection will exist for six (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii6) As of its filing date (or, if amended or superseded by a filing prior to years from the date of this Agreement, on the date origination of any such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did notrecord, and each AbbVie SEC Document filed or furnished subsequent to the date this requirement and right of this Agreement will not, contain inspection shall survive any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date termination of this Agreement. MICHIGAN shall be responsible for all expenses of such inspection, except that if such inspection reveals an underpayment of royalties to AbbVie’s auditors MICHIGAN in excess of ten percent (10%), then said inspection shall be at LICENSEE's expense and such underpayment shall become immediately due and payable to MICHIGAN. 5.4 The reports provided for hereunder shall be certified by an authorized representative of LICENSEE to be correct to the audit committee best of the AbbVie Board (A) all significant deficiencies LICENSEE's knowledge and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsinformation.

Reports. 11.1. The Sublicensee shall keep MPP regularly informed of the progress made by the Sublicensee under this Agreement. Within 10 Business Days following the end of each Agreement Quarter, the Sublicensee shall provide MPP with a written quarterly report, in a format to be indicated by MPP, on: A. all Products in its development pipeline and the status of each Product in development; B. all Products sold or supplied by the Sublicensee under this Agreement during such Agreement Quarter; and C. all regulatory activities regarding the Products worldwide in relation to that Agreement Quarter i.e. (a) the regulatory filing status and plan for every Product worldwide, and (b) a list of the countries in which applications for Regulatory Approval have been filed and/or Regulatory Approvals have been obtained for any Product. 11.2. The Parties agree to confer on a quarterly basis regarding such reports. MPP agrees that information contained in quarterly and other such reports shall be treated as Confidential Information. 11.3. At all times the Sublicensee shall keep, and shall require its affiliates and any Third Party manufacturers and Third Parties making sales on its behalf, to keep, complete and accurate records for a period of five (5) years of all quantities of Materials and Products manufactured, sold and/or supplied under the licences granted by this Agreement and such information of the type and in sufficient detail at MPP’s discretion. MPP shall each have the right (and the Sublicensee shall procure such right), through a certified public accountant or like person appointed by it, to examine such records in order to verify the compliance with this Agreement during regular business hours during the term of this Agreement and for six months after its termination or expiry; provided, however, that such examination: (i) AbbVie has timely filed with or furnished to shall be at the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to expense of the SEC by AbbVie since January 1, 2017 person exercising such right (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by save where such examination reveals a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date breach of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to by the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made thereinSublicensee, in light of which case the circumstances under which they were made, not misleading.Sublicensee shall pay for all costs incurred by MPP in carrying out the examination), (iiij) AbbVie is, not take place more often than twice in any calendar year and since January 1, 2017 has been, in compliance in all material respects with (A) shall not cover such records for more than the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSEpreceding two calendar years. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. Beginning with the first accrual of Net Sales on which a royalty is due hereunder, Licensee shall provide to SKCC a [*] royalty report, as follows: Within [*] after the end of each [*], Licensee shall deliver to SKCC a true and accurate report, giving such particulars of the business conducted by Licensee, Affiliates and its Sublicensees, if any, during such [*] as are pertinent to an account for payments hereunder. Such report shall be reasonably detailed and shall include at least (ia) AbbVie the total of Net Sales; (b) the calculation of royalties; and (c) the total royalties so calculated and due SKCC. To the extent consistent with Licensee's internal reporting procedures, Licensee shall make good faith efforts to reflect in its reports hereunder Net Sales on a product-by-product and country-by-country or territory-by-territory basis. Simultaneously with the delivery of each such report, Licensee shall pay to SKCC the total royalties, if any, due to SKCC for the period of such report. If no royalties are due, Licensee shall so report. SKCC shall not provide to third parties any information contained in reports provided to Licensee hereunder, or learned by SKCC under Section 4.7 above; provided that SKCC may have such reports reviewed by its accountants and legal advisors. Licensee agrees to forward to SKCC, on an annual basis, a copy of all reports of Net Sales received by Licensee from its Sublicensees during the preceding twelve (12) month period as shall be pertinent to a royalty accounting under said sublicense agreements. Such reports may be redacted to omit any information not necessary to determine Net Sales or amounts due to SKCC hereunder. [*] Certain information on this page has timely been omitted and filed separately with or furnished the Commission. Confidential treatment has been requested with respect to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEComitted portions. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the SEC Holders of Notes, or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed (but not furnished) with the SEC on Form 8-K if the Company were required to file such reports. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA § 314(a). If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC. If at any time any Person is or furnished becomes a Parent of the Company, and that Person delivers to the Trustee a Parent Guaranty, then the reports and other information required by this Section 4.03 may instead be those filed with the SEC by AbbVie since January 1such Person and furnished with respect to such Person without including the condensed consolidating footnote contemplated by Rule 3-10 of Regulation S-X promulgated under the Securities Act, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, to the “AbbVie SEC Documents”). No Subsidiary of AbbVie extent such footnote is not required to file any report, schedule, form, statement, prospectus, registration statement or other document with by the SEC. (iib) As If the Company has designated any of its filing date Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (or, if amended or superseded by a filing prior to the date a) of this AgreementSection 4.03 will include a reasonably detailed presentation, either on the date face of such amended the financial statements or superseding filing), each AbbVie SEC Document filed or furnished prior to in the date of this Agreement did notfootnotes thereto, and each AbbVie SEC Document filed or furnished subsequent to the date in Management’s Discussion and Analysis of this Agreement will notFinancial Condition and Results of Operations, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingfinancial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (iiic) AbbVie isFor so long as any Notes remain outstanding, and since January 1, 2017 has been, in compliance in all material respects if at any time they are not required to file with the SEC the reports required by paragraphs (Aa) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (Bb) of this Section 4.03, the applicable listing Company and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material Guarantors will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the SEC all reportsHolders of Notes or cause the Trustee to furnish to the Holders of Notes, schedules, forms, statements, prospectuses, registration statements within the time periods specified in the SEC’s rules and other documents regulations (together with extensions granted by the SEC) for a filer that is a “non-accelerated” filer plus five Business Days: (1) substantially the same quarterly and annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file any report, schedule, form, statement, prospectus, registration statement or other document such reports; and (2) substantially the same current reports that would be required to be filed with the SEC. SEC on Form 8-K if the Company were required to file such reports. Notwithstanding the foregoing, the requirement to furnish (iior cause the Trustee to furnish) As current, quarterly and annual reports to Holders of its filing date (or, if amended or superseded by a filing Notes will be deemed satisfied prior to the date commencement of this Agreement, on the date Exchange Offer contemplated by the Registration Rights Agreement or the effectiveness of a Shelf Registration Statement if the information that would have been contained in such amended or superseding filing), each AbbVie SEC Document filed or furnished prior reports is included in the registration statement relating to the date of this Agreement did notExchange Offer and/or the Shelf Registration Statement or other registration statement, or any amendments thereto, and each AbbVie filed with the SEC Document filed or furnished subsequent to within the date of this Agreement time periods contemplated above. All such reports will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, following the consummation of the Exchange Offer, the Company will file a copy of each of the reports referred to in clauses (A1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports for a person that is a “non-accelerated filer” (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs of this Section 4.03(a) on its website within the time periods that would apply if the Company were required to file those reports with the SEC for a person that is a “non-accelerated filer.” (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the paragraphs contained in subsection (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) In the event that (1) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSEthe SEC permit the Company and any direct or indirect parent entity of the Company to report at such entity’s level on a consolidated basis, (2) such direct or indirect parent entity is not engaged in any business other than the Permitted Business of the Company and (3) such direct or indirect parent entity’s consolidated capitalization (including cash and cash equivalents) does not differ materially from that of the Company’s and its Subsidiaries’ on a consolidated basis, the information and reports required by this covenant may be those of such parent entity on a consolidated basis; provided that such information and reports distinguish in all material respects between the Company and its Subsidiaries and such direct or indirect parent entity and its other subsidiaries, if any. (ivd) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (For so long as defined in Rule 13a-15 under any Notes remain outstanding, if at any time the Exchange Act). Such disclosure controls and procedures are designed Company is not required to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during file with the periods in which SEC the periodic reports required under by paragraphs (a) and (b) of this Section 4.03, the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material Company will furnish to the AbbVie GroupHolders of Notes and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (ve) AbbVie Delivery of any such reports, information and its Subsidiaries have established and maintain a system of internal controls designed documents to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting Trustee is for informational purposes only and the preparation of AbbVieTrustee’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation receipt of such internal controls prior shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the date of this Agreement, Trustee is entitled to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsrely exclusively on Officers’ Certificates).

Reports. (a) As of and following the Effective Time, the Administrator shall provide data and prepare any reports reasonably requested by the Ceding Company in connection with the Administered Business to enable the Ceding Company to comply with any and all applicable Laws, including all statutory insurance reporting, tax reporting and SAP and GAAP financial reporting requirements and any current or future informational reporting, prior approval or other requirements imposed by any Governmental Entity; provided that, with respect to GAAP reporting, the Administrator shall use commercially reasonable efforts to provide data and reports as requested by the Ceding Company (it being acknowledged and agreed that the Administrator shall have no obligation to determine reserves in accordance with GAAP or to 47182505.8 16 1006845735v24 prepare GAAP financials). Any reports required to be prepared by the Administrator shall be prepared and delivered on a timely basis in order for the Ceding Company to comply with any filing deadlines required by applicable Law or the terms of the Reinsured Policies, and, to the extent applicable but without limiting the foregoing, in accordance with the reporting deadlines set forth on Schedule 6.1. All such reports shall include such information as may reasonably be requested by the Ceding Company. Among other responsibilities and without limiting the generality of the foregoing: (i) AbbVie has timely filed with or furnished The Administrator shall promptly prepare and furnish to the SEC Ceding Company or, at the Ceding Company’s request or as otherwise provided herein, the applicable Governmental Entity, all reportsfilings, schedulessubmissions, formsreports and related summaries (including statistical summaries), statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto certifications and other information incorporated therein, required or requested by any Governmental Entity with respect to the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SECAdministered Business. (ii) As Within fifteen (15) Business Days after the end of its filing date (oreach Accounting Period, if amended or superseded by a filing prior the Administrator shall provide to the date of this AgreementCeding Company all statistical information reasonably required by the Ceding Company related to the General Account Reserves, Separate Account Statutory Reserves and Policy Liabilities required to be reported on the date of such amended or superseding filing)Ceding Company’s financial statements, each AbbVie SEC Document filed or furnished prior tax returns and other SAP and (subject to the date following sentence and the proviso in the first sentence of this Agreement did notSection 6.1(a)) GAAP financial reports required by the Ceding Company’s auditors or any Governmental Entity related to the Reinsured Policies. The Administrator shall (i) use commercially reasonable efforts to provide to the Ceding Company data and information required by the Ceding Company in calculating GAAP reserves and in preparing GAAP financial reports, and (ii) within forty (40) days following the end of each AbbVie SEC Document filed or furnished subsequent calendar year, provide the results of annual asset adequacy analysis performed by the Administrator, using assumptions set by the Ceding Company for the Reinsured Policies and a certification as to the date results, including a description of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made thereinmethod and assumptions, in light compliance with then-current statutory guidelines and any applicable actuarial standards of practice. The Administrator shall also provide any reliance statements necessary to support the circumstances under which they were madeCeding Company’s actuarial opinion, not misleadingAAT memorandum, or other year-end filings, in compliance with then-current statutory regulations, actuarial guidelines and any applicable actuarial standards of practice. The Administrator shall provide such reports in such form and manner as may reasonably be requested by the Ceding Company. (iii) AbbVie isNo later than the fifteenth (15th) Business Day of each year, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions Administrator shall provide to the Ceding Company a certification by the appointed actuary of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Reinsurer as to the General Account Reserves and Separate Account Statutory Reserves reported by the Administrator on behalf of the Reinsurer with respect to the Reinsured Policies. Not later than the fortieth (B40th) day following the applicable listing and corporate governance rules and regulations last day of NYSEeach calendar year, the Administrator shall provide to the Ceding Company copies of tabular asset adequacy testing results pertaining to the Reinsured Policies. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under The Administrator shall timely provide written notice to the Exchange Act). Such disclosure controls and procedures are designed to ensure that Ceding Company of any material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or changes in the aggregate, material to reserve basis or reserve methodology used in calculating the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under General Account Reserves and/or the Exchange Act.Separate Account Statutory Reserves. 47182505.8 17 1006845735v24 (v) AbbVie For so long as this Agreement remains in effect, upon reasonable notice, the Administrator shall from time to time use its reasonable best efforts to furnish to the Ceding Company such other reports and its Subsidiaries have established information related to the Administered Business as the Ceding Company may reasonably request for regulatory, tax or other reasonable business purposes; provided, that (i) the Ceding Company shall reimburse the Administrator for the reasonable costs and maintain a system of internal controls designed to provide reasonable assurance regarding expenses incurred by the reliability of AbbVie’s financial reporting and Administrator in the preparation of AbbVie’s financial statements for external purposes such reports, and (ii) the Administrator shall not be required to provide any proprietary information pursuant to this Section 6.1(a)(v). (b) On a quarterly basis, (i) the Ceding Company shall prepare and provide to the Administrator a report containing a summary of any examinations or Actions initiated by a Governmental Entity or other Person with respect to which the Ceding Company has exercised its right to supervise and control the defense thereof in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosedSection 8.2 or Section 8.6, based on their most recent evaluation of such internal controls prior in a form reasonably satisfactory to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information Administrator; and (Bii) the Administrator shall prepare and provide to the Ceding Company a report containing a summary of any fraud, whether pending or not material, that involves management threatened in writing examinations or Actions initiated by a Governmental Entity or other employees who have Person relating to the Administered Business with respect to which the Ceding Company is controlling the defense thereof, in a significant role in internal controlsform reasonably acceptable to the Ceding Company.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the Commission’s rules and regulations, so long as any Notes are outstanding, the Issuers will furnish to the SEC Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the Commission’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits Commission on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Issuers were required to file any report, schedule, form, statement, prospectus, registration statement or other document such reports; and (2) all current reports that would be required to be filed with the SEC. (ii) As of its filing date (or, Commission on Form 8-K if amended or superseded by a filing prior the Issuers were required to the date of this Agreement, on the date of file such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement reports. All such reports will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance be prepared in all material respects in accordance with (A) the applicable provisions all of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Issuers’ consolidated financial statements by the Issuers’ certified independent accountants. In addition, the Issuers will file a copy of NYSEeach of the reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing) and will post the reports, or links to such reports, on Suburban Propane’s website within those time periods. If, at any time, either or both of the Issuers are no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuers will nevertheless continue filing the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Issuers agree that they will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Issuers’ filings for any reason, the Issuers will post the reports referred to in the preceding paragraph on Suburban Propane’s website within the time periods that would apply if the Issuers were required to file those reports with the Commission. (ivb) AbbVie and If Suburban Propane has designated any of its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Unrestricted Subsidiaries, is made known to AbbVie’s principal executive officer then the quarterly and its principal annual financial officer information required by others within those entitiesSection 10.03(a) will include a reasonably detailed presentation, including during either on the periods in which face of the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually financial statements or in the aggregatefootnotes thereto, material and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Suburban Propane and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Suburban Propane. (c) For so long as any Notes remain outstanding, at any time Suburban Propane is not required to file the reports required by this Section 10.03 with the Commission, it will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. COMPANY shall provide to LICENSOR the following written reports, which reports shall be Confidential Information of COMPANY, according to the following schedules. (a) COMPANY shall provide calendar quarterly royalty reports, substantially in the format of Exhibit C and due within thirty (30) days of the end of each calendar quarter following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT. Royalty Reports shall disclose the amount of LICENSED PRODUCT(S) sold, the total NET SALES of such LICENSED PRODUCT(S), and the running royalties due to LICENSOR as a result of NET SALES by COMPANY, AFFILIATED COMPANIES and SUBLICENSEE(S) thereof. Payment of any such royalties due shall accompany such Royalty Reports. (b) Until such time as COMPANY, an AFFILIATED COMPANY or a SUBLICENSEE(S) has achieved a FIRST COMMERCIAL SALE of a LICENSED PRODUCT, or received FDA market approval, COMPANY shall provide annual diligence reports, due within thirty (30) days of the end of every December following the EFFECTIVE DATE of this Agreement. These diligence reports shall describe COMPANY’s, AFFILIATED COMPANY’s or any SUBLICENSEE(S)’s technical efforts towards meeting its obligations under the terms of this Agreement, particularly its progress toward achieving the developmental milestones set forth in Exhibit B and shall explain any delays experienced in achieving such milestones relative to the projected dates for achievement set forth in Exhibit B. (c) COMPANY shall further provide in conjunction with the annual report due in January pursuant to 5.1(b) or the quarterly royalty report due in the last calendar quarter of each calendar year pursuant to Paragraph 5.1(a), the following information: (i) AbbVie has timely filed with or furnished to the SEC all reportsevidence of insurance as required under Paragraph 10.4, schedulesor, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary a statement of AbbVie why such insurance is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC.not currently required; and (ii) As identification of its filing date (all AFFILIATED COMPANIES which have exercised rights pursuant to Paragraph 2.1, or, if amended or superseded by a filing prior to the date of this Agreement, on the date of statement that no AFFILIATED COMPANY has exercised such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.rights; (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with identification of (A) all SUBLICENSEE(S) with which COMPANY has entered into an agreement pursuant to the applicable provisions terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Paragraph 2.2 and all (B) sublicensee(s) of such SUBLICENSEE(S) with which such SUBLICENSEE(S) have entered into agreements pursuant to the applicable listing and corporate governance rules and regulations terms of NYSE.Paragraph 2.2, in each case since the previous annual report; and (iv) AbbVie notice of all FDA approvals of any LICENSED PRODUCT(S) obtained by COMPANY, AFFILIATED COMPANY or SUBLICENSEE, the patent(s) or patent application(s) licensed under this Agreement upon which such product or service is based, and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbViecommercial name of such product or service, including its consolidated Subsidiariesor, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregatealternative, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Actstatement that no FDA approvals have been obtained. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. During the Term hereof beginning on Project Completion, within thirty (i30) AbbVie has timely filed with days after the end of each first, second and third fiscal quarter of Licensee and within sixty (60) days after the end of the fourth fiscal quarter of Licensee, Licensee shall provide to SAIC a Quarterly Financial Statement and report of all Revenues in support of the payment calculation. Such report is due even if no amount is payable. For sake of clarity and not by way of limitation, if Revenues are received by Licensee in a form other than cash, the applicable Revenue will be the monetary equivalent or furnished fair market value of the non-cash consideration. Licensee shall issue one final report in the event Licensee pays the maximum amount of payments due as set out in Section 7.3. Licensee shall also provide to SAIC the Audited Financial Statements within fifteen (15) days of Licensee’s receipt of same from the certified public accountants. Notwithstanding anything to the SEC all reportscontrary contained herein, schedulesin the event Licensee becomes a reporting company under the Securities and Exchange Act of 1934, formsas amended (the “Exchange Act”), statements, prospectuses, registration statements and other documents required the obligations of Licensee to disclose the information herein to SAIC shall be modified to the extent necessary for Licensee to be filed in compliance with or furnished the Exchange Act, and all rules and regulations promulgated thereunder, including without limitation adjusting the time periods of disclosure so that Licensee is not obligated to disclose the SEC by AbbVie since January 1, 2017 (collectively, together with information set forth herein to SAIC any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie sooner than it is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior disclose similar information to the date of this AgreementSecurities and Exchange Commission or the public. If any Audited Financial Statements demonstrates that Licensee has underpaid its royalty for that fiscal year, on Licensee shall remit payment in the date amount of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date deficiency within thirty (30) days of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light Licensee’s receipt of the circumstances under which they were madeAudited Financial Statement. If any Audited Financial Statements demonstrate that the Licensee has overpaid its royalty for that year, not misleading. (iii) AbbVie isthen, and since January 1, 2017 has been, in compliance in all material respects with (A) so long as the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as Maximum Amount has not been and would not reasonably reached, SAIC shall be expected entitled to be, individually or in the aggregate, material retain those funds to the AbbVie Group, taken as a whole, such disclosure controls extent that it can and procedures are effective in timely alerting AbbVie’s principal executive officer shall credit them against the Minimum Royalty and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange ActMaximum Amount. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (i) AbbVie has timely filed with or furnished to the SEC Each of Parent and its Subsidiaries and Cornerstone and its Subsidiaries shall file all reports, schedules, forms, statements, prospectuses, registration statements and other documents reports required to be filed by it with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to Regulatory Authorities between the date of this Agreement did notand the Effective Time and shall make available to the other Party copies of all such reports promptly after the same are filed. Cornerstone and its Subsidiaries shall also make available to Parent monthly financial statements and quarterly call reports. The financial statements of Parent and Cornerstone, whether or not contained in any such reports filed under the Exchange Act or with any other Regulatory Authority, will fairly present the consolidated financial position of the entity filing such statements as of the dates indicated and the consolidated results of operations, changes in shareholders’ equity, and each AbbVie SEC Document cash flows for the periods then ended in accordance with GAAP (subject in the case of interim financial statements to normal recurring year-end adjustments that are not material). As of their respective dates, such reports of Parent filed or furnished subsequent to under the date of this Agreement Exchange Act will not, comply in all material respects with the Securities Laws and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Any Parent financial statements contained in any reports to any Regulatory Authority other than the SEC shall be prepared in accordance with the Laws applicable to such reports. As of their respective dates, such reports of Cornerstone filed with any Regulatory Authority shall be prepared in accordance with the laws applicable to such reports and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with or furnished Subject to the SEC last paragraph of this section, whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations all reports, schedules, forms, statements, prospectuses, registration statements and other documents reports that would be required to be filed with the SEC pursuant to Sections 13(a) or furnished 15(d) or any successor provision thereto if the Company were subject thereto. (b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report will include a report on the Parent’s consolidated financial statements by the Parent’s certified independent accountants. In addition, the Parent will file a copy of each of the reports referred to in the paragraph above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA §314(a). (c) If, at any time, the Parent is no longer subject to the SEC by AbbVie since January 1, 2017 (collectively, together with periodic reporting requirements of the Exchange Act for any exhibits and schedules thereto and other information incorporated thereinreason, the “AbbVie Parent will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC Documents”)within the time periods specified above unless the SEC will not accept such a filing. No Subsidiary The Parent and the Company will not take any action for the purpose of AbbVie is causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Parent’s filings for any reason, the Parent will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file any report, schedule, form, statement, prospectus, registration statement or other document those reports with the SEC. (iid) As If the Parent or the Company has designated any of its filing date (orSubsidiaries as Unrestricted Subsidiaries, if amended or superseded then the quarterly and annual financial information required by the preceding paragraphs will include a filing prior to the date of this Agreementreasonably detailed presentation, either on the date face of such amended the financial statements or superseding filing), each AbbVie SEC Document filed or furnished prior to in the date of this Agreement did notfootnotes thereto, and each AbbVie SEC Document filed or furnished subsequent to the date in Management’s Discussion and Analysis of this Agreement will notFinancial Condition and Results of Operations, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were madefinancial condition and results of operations of the Parent, not misleadingthe Company and their Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent. (iiie) AbbVie isIn addition, the Company and since January 1the Guarantors agree that, 2017 has beenfor so long as any Notes remain outstanding, in compliance in all material respects if at any time the Parent is not required to file with (A) the applicable provisions of SEC the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under by the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to bepreceding paragraphs, individually or in the aggregate, material they will furnish to the AbbVie GroupHolders of Notes and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (i) AbbVie AGENCY will generate a written report of the investigation in a timely manner at the completion of the investigation given the CLIENT’s account is not in arrears. Every reasonable effort will be made to insure that the quality of the information will be accurate. However, AGENCY will not be responsible for information contained within database reports which AGENCY has timely filed no control over the content. Reports may also include photographs and video tape. CLIENT understands that surveillance tapes and pictures are by their nature NOT television studio-type productions and are often taken from long distance, from unusual locations and during extreme weather conditions and as such, the quality can be variable. AGENCY will proceed with due diligence to obtain quality video and/or pictures that can be obtained given the circumstances without placing the investigator in any physical harm, unsafe position, or furnished violating privacy statues. Therefore, CLIENT understands that AGENCY fees are not contingent upon the acquisition of any photos or video. No "Audio" recordings will be made relative to surveillance tapes. Original videotapes and/or negatives will not be released to CLIENT, but will remain the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents property of AGENCY until such time as required to be filed with surrendered in court as evidence. Copies for the purpose of the CLIENT's review will be made at the CLIENT's request and expense. Original notes or furnished documents considered “work product” will not be released and remain the property of AGENCY. Only the written final report is released to the SEC CLIENT. AGENCY RESERVES THE RIGHT TO WITHHOLD ANY AND ALL REPORTS AND/OR EVIDENCE PENDING PAYMENT IN FULL AND BANK CLEARANCE THEREOF. Original videotapes and/or negatives will not be released to CLIENT, but will remain the property of AGENCY until such time as surrendered in court as evidence. Copies for the purpose of the CLIENT’s review will be made at the CLIENT’s request and expense. Database search reports are performed strictly by AbbVie since January 1the information provided on the subject by the CLIENT. Any error in spelling, 2017 (collectivelyformat or sequence of letters, together with any exhibits words or numbers can result in wrong information on the subject. Data is supplied from different private sources, computer systems, public information facilities, government open record institutions and schedules thereto might also contain confidential source information. All attempts are made to maintain the integrity of this data. AGENCY cannot be held liable for inaccuracies contained in public record information or databases accessed. Furthermore, information has been gathered from sources and other information incorporated thereinindividuals deemed reliable by AGENCY; however, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any reportno guarantee, schedulewarranty, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior representation is made as to the date accuracy of this Agreementinformation received from third parties, on or its suitability for any particular purpose. If the date of such amended or superseding filing)information reported is not “Original Source” information, each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain it is strongly recommended that any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadinginformation gathered be cross-referenced with “Original Source” information. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and to the Holders of Notes (or file with the SEC for public availability), within the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will comply with §314(a) of the TIA if the Indenture has been qualified under the TIA. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reportreason, schedulethe Company will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, formnotwithstanding the foregoing, statementthe SEC will not accept the Company’s filings for any reason, prospectus, registration statement or other document the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (iib) As If the Company has designated any of its filing date Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (or, if amended or superseded by a filing prior to the date a) of this AgreementSection 4.03 will include a reasonably detailed presentation, either on the date face of such amended the financial statements or superseding filing), each AbbVie SEC Document filed or furnished prior to in the date of this Agreement did notfootnotes thereto, and each AbbVie SEC Document filed or furnished subsequent to the date in “Management’s Discussion and Analysis of this Agreement will not, contain any untrue statement Financial Condition and Results of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light Operations,” of the circumstances under which they were made, not misleadingfinancial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (iiic) AbbVie isFor so long as any Notes remain outstanding, and since January 1, 2017 has been, in compliance in all material respects if at any time they are not required to file with the SEC the reports required by paragraphs (Aa) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (Bb) of this Section 4.03, the applicable listing Company and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material Guarantors will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (vd) AbbVie Delivery of such reports, information and its Subsidiaries have established and maintain a system of internal controls designed documents to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting Trustee is for informational purposes only and the preparation of AbbVieTrustee’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation receipt of such internal controls prior shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the date of this Agreement, Trustee is entitled to AbbVierely exclusively on an Officer’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsCertificate).

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the Commission, so long as any Notes are outstanding, the Issuers will furnish to the SEC Holders of Notes, within the time periods specified in the Commission's rules and regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such reports, schedules, forms, statements, prospectuses, registration statements and other documents ; and (2) all current reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, Commission on Form 8-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Issuers were required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SECsuch reports. (iib) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of All such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement reports will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance be prepared in all material respects in accordance with (A) the applicable provisions all of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Issuers' consolidated financial statements by the Issuers' certified independent accountants. In addition, following the consummation of NYSEthe exchange offer contemplated by the Registration Rights Agreement, the Issuers will file a copy of each of the reports referred to in clauses (1) and (2) of Section 4.03(a) above with the Commission for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing) and will post the reports on its website within those time periods. (ivc) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under If, at any time after consummation of the Exchange Act). Such disclosure controls and procedures exchange offer contemplated by the Registration Rights Agreement, the Issuers are designed no longer subject to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under reporting requirements of the Exchange Act are being preparedfor any reason, the Issuers will nevertheless continue filing the reports specified in the Section 4.03(a) with the Commission within the time periods specified in above unless the Commission will not accept such a filing. Except The Issuers agree that they will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Issuers' filings for any reason, the Issuers will post the reports referred to in Section 4.03(a) on their respective websites within the time periods that would apply if the Issuers and any Guarantors were required to file those reports with the Commission. (d) If the Issuers have designated any of their Subsidiaries as has not been Unrestricted Subsidiaries, then the quarterly and would not annual financial information required by Section 4.03(a) will include a reasonably be expected to bedetailed presentation, individually either on the face of the financial statements or in the aggregatefootnotes thereto, material and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Premier and its Restricted Subsidiaries separate from the financial condition and results of operations of Premier's Unrestricted Subsidiaries. (e) In addition, the Issuers and the Subsidiary Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (a) The Servicers shall prepare and forward to the Agent and each Financial Institution (i) AbbVie has timely filed with or furnished to on the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary 20th calendar day of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date each month (or, if amended such day is not a Business Day, the next succeeding Business Day) and at such times as the Agent or superseded the Required Purchasers shall request, a Monthly Report and (ii) at such times as the Agent or the Required Purchasers shall request, a Weekly Report and/or a listing by a filing prior to the date Obligor of this Agreement, on the date all Receivables together with an aging of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingReceivables. (iiib) AbbVie isEach Servicer may, in its sole discretion, and since January 1shall at the direction of the Agent (which direction may be given no more than once per week unless an Amortization Event has occurred and is continuing), 2017 deliver an Interim Report to the Agent on any Business Day. Upon receipt of such Interim Report, the Agent shall promptly review such Interim Report to determine if such Interim Report constitutes a Qualifying Interim Report. In the event that the Agent reasonably determines that such Interim Report constitutes a Qualifying Interim Report, so long as no Amortization Event or Potential Amortization Event has beenoccurred and is continuing, the Agent shall promptly remit to the Servicer from the Collection Account (or the LC Collateral Account, if applicable) the lesser of (i) the amount identified on such Qualifying Interim Report as Collections on deposit in compliance the Collection Account and/or LC Collateral Account in all material respects with excess of the amount necessary to ensure that the Purchaser Interest does not exceed 100% and (ii) the aggregate amount of available Collections then on deposit in the Collection Accounts and the LC Collateral Account. For purposes of this clause (g), “Qualifying Interim Report” shall mean any Interim Report that satisfies each of the following conditions: (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Purchaser Interest as set forth in such Interim Report shall not exceed 100%; (B) such Interim Report is calculated as of the applicable listing immediately prior Business Day and corporate governance rules (C) the Agent does not in good faith reasonably believe that any of the information or calculations set forth in such Interim Report are false or incorrect in any material respect (and regulations notice of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under any such determination shall be provided promptly to the Exchange ActServicer). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material Notwithstanding anything to the AbbVie Groupcontrary herein, taken as a wholeno amounts shall be withdrawn from the Collection Account (or the LC Collateral Account, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (vif applicable) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes except in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsSection 8.5(b).

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the SEC Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s independent registered public accounting firm; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports; provided, however, that the availability of the foregoing materials on the SEC’s ▇▇▇▇▇ service or on the Company’s website shall be deemed to satisfy the Company’s delivery obligations under this Section 4.03(a). All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will make such information available to securities analysts and prospective investors upon request. The Company will at all times comply with TIA § 314(a). If, at any reporttime, schedulethe Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, formthe Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, statementnotwithstanding the foregoing, prospectusthe SEC will not accept the Company’s filings for any reason, registration statement or other document the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (iib) As If the Company has designated any of its filing date Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (or, if amended or superseded by a filing prior to the date a) of this AgreementSection 4.03 will include a reasonably detailed presentation, either on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light face of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually statements or in the aggregatefootnotes thereto, material and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file the reports required by the preceding Section 4.03(a), they will furnish to the AbbVie Groupholders of Notes and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company (or the Parent from the Guarantee Effective Date) will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability), no later than thirty days after the expiration of the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 on Forms 10-Q and 10-K if the Company (collectively, together with any exhibits and schedules thereto and other information incorporated therein, or the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Parent from the Guarantee Effective Date) were required to file any reportsuch reports, scheduleincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, formwith respect to the annual information only, statement, prospectus, registration statement a report thereon by the Company’s certified independent accountants (or other document the Parent’s certified independent accountants from the Guarantee Effective Date); and (2) all current reports that would be required to be filed with the SEC. SEC on Form 8-K if the Company (iior the Parent from the Guarantee Effective Date) As of its filing date (or, if amended or superseded by a filing prior were required to the date of this Agreement, on the date of file such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement reports. All such reports will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Company (Aor the Parent from the Guarantee Effective Date) will file a copy of each of the applicable provisions reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified above (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company and the Parent will at all times comply with TIA §314(a). If, at any time, the Company (or the Parent from the Guarantee Effective Date) is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company (or the Parent from the Guarantee Effective Date) will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company (or the Parent from the Guarantee Effective Date) will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s (or the Parent’s from the Guarantee Effective Date) filings for any reason, the Company (or the Parent from the Guarantee Effective Date) will post the reports referred to in the preceding paragraphs on its website within the time periods specified in this Section 4.03. (b) If the Company (or the Parent from the Guarantee Effective Date) has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Parent, the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company or the Parent (as applicable). (c) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing, the Company (and the Parent from the Guarantee Effective Date) shall be deemed to have furnished the reports required by paragraphs (a) and (b) of this Section 4.03 to the Trustee and the Holders on the date the Company (or the Parent from the Guarantee Effective Date) files such reports with the SEC via the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act filing system (or any successor thereto) and (B) the applicable listing and corporate governance rules and regulations of NYSEsuch reports become publicly available. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the SEC’s rules and regulations, so long as any Notes of a Series are outstanding, the Company shall furnish to Holders of such Series or cause the Trustee to furnish to the SEC holders of Notes of such Series, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, the Company shall file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made, the reports shall be deemed to be furnished to the SEC by AbbVie since January 1Trustee and Holders of Notes. If, 2017 (collectively, together with at any exhibits and schedules thereto and other information incorporated thereintime, the “AbbVie Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC Documents”)within the time periods specified above unless the SEC will not accept such a filing. No Subsidiary The Company agrees that it shall not take any action for the purpose of AbbVie is causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on its website within the time periods that would apply if the Company were required to file any report, schedule, form, statement, prospectus, registration statement or other document those reports with the SEC. (iib) As In addition, the Company and the Guarantors agree that, for so long as any Notes of its filing date (ora Series remain outstanding, if amended or superseded at any time they are not required to file the reports required by a filing prior the preceding paragraphs with the SEC, they shall furnish to the date of this Agreement, on the date Holders of such amended or superseding filing)Series and to securities analysts and prospective investors, each AbbVie SEC Document filed or furnished prior to upon their request, the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (i) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer shall furnish to the SEC Holders or cause the Trustee to furnish to the Holders, within the time periods specified in the SEC’s rules and regulations that are then applicable to the Parent Guarantor (or, if the Parent Guarantor is then not subject to the reporting requirements of the Exchange Act, within the time periods specified in the SEC’s rules and regulations for non-accelerated filers): (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed by the Parent Guarantor with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Parent Guarantor were required to file any report, schedule, form, statement, prospectus, registration statement or other document such reports; and (2) all current reports required to be filed by the Parent Guarantor with the SEC on Form 8-K if the Parent Guarantor were required to file such reports; provided that the electronic filing of the foregoing reports by the Parent Guarantor on the SEC. ’s ▇▇▇▇▇ system (iior any successor system) As of its filing date (or, if amended or superseded by a filing prior shall be deemed to satisfy the Issuer’s delivery obligations to the date of this AgreementTrustee and any Holder, it being understood that the Trustee shall have no responsibility to determine whether any reports have been filed on the date of SEC’s ▇▇▇▇▇ system (or any successor system). All such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the Parent Guarantor’s consolidated financial statements by the Parent Guarantor’s certified independent accountants. In addition, unless the SEC shall not accept such a filing, the Parent Guarantor shall file a copy of each of the reports referred to in clauses (A1) and (2) of this Section 4.03 on the applicable provisions SEC’s ▇▇▇▇▇ system (or any successor system) within the time periods specified above, and the Issuer or the Parent Guarantor shall post the reports on its website within those time periods. If, at any time, the Parent Guarantor is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Parent Guarantor shall nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above, unless the SEC shall not accept such a filing. Neither the Issuer nor the Parent Guarantor shall take any action reasonably expected to cause the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept the Parent Guarantor’s filings for any reason, the Issuer or the Parent Guarantor shall post the reports referred to in the preceding paragraphs on a website within the time periods specified above (which may be nonpublic and may be maintained by the Issuer, the Parent Guarantor or a third party) to which access shall be given to Holders, prospective purchasers of the Notes (which prospective purchasers shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act) or non-U.S. persons (as defined in Regulation S under the Securities Act), securities analysts and market making institutions that certify their status as such to the reasonable satisfaction of the Issuer or the Parent Guarantor. If the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraphs shall include a presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Parent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guarantor. In addition, the Issuer agrees that, if at any time it is not required to file with the SEC the reports required by the preceding paragraphs, it shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured. The Issuer shall be deemed to have furnished such reports to the Trustee and the Holders of the Notes if any direct or indirect parent of the Parent Guarantor has filed such reports (including, in the case of any annual report on Form 10-K, reports by the certified independent accountants of such direct or indirect parent on such direct or indirect parent’s consolidated financial statements) with the SEC using the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act filing system (or any successor thereto) within the time periods specified above; provided that (i) such direct or indirect parent has become a Guarantor and (Bii) such reports provide selected financial information that show any material differences between the applicable listing financial condition and corporate governance rules and regulations results of NYSE. (iv) AbbVie operations of the Parent Guarantor and its Subsidiaries have established consolidated subsidiaries, on the one hand, and maintain disclosure controls such direct or indirect parent and procedures its consolidated subsidiaries, on the other hand. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Issuer’s, any Guarantor’s or any other Person’s compliance with any of its covenants under this Indenture or the Security Documents (as defined in Rule 13a-15 under to which the Exchange ActTrustee is entitled to rely exclusively on Officers’ Certificates). Such disclosure controls and procedures are designed The Trustee shall not be obligated to ensure that material information relating monitor or confirm, on a continuing basis or otherwise, the Issuer’s, any Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic any reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsdocuments filed under this Indenture.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the SEC Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC's rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file such reports (including, in connection with the report of Form 10-K for the year ending December 31, 2004, the additional time to file permitted by Rule 12b-25 under the Securities Exchange Act of 1934); and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The availability of the foregoing materials on either the SEC's EDGAR database service or on the Company's website shall be deemed ▇▇ ▇▇tisfy the Company's delivery obligation to deliver such reports. However, subsequent to the filing of a registration statement on Form S-1 containing the financial information for the respective annual or quarterly reporting periods required to be included in such Form S-1 as of the date filed and such other information otherwise required by the reports referenced in clause (2) above, and prior to the effectiveness or withdrawal of any report, schedule, form, such registration statement, prospectus, the availability of such registration statement or other document on the SEC's EDGAR database service, including any amendments to the registratio▇ ▇▇▇tement diligently filed, shall be deemed to satisfy the Company's obligation to deliver the reports referenced in clauses (1) and (2) above, even if the amendments to the registration statement containing such information are filed after the time periods within which such information would have otherwise been required to be reported on such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Issuer's consolidated financial statements by the Issuer's certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company's filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (iib) As If the Company has designated any of its filing date Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (or, if amended or superseded by a filing prior to the date a) of this AgreementSection 4.03 will include a reasonably detailed presentation, either on the date face of such amended the financial statements or superseding filing), each AbbVie SEC Document filed or furnished prior to in the date of this Agreement did notfootnotes thereto, and each AbbVie SEC Document filed or furnished subsequent to the date in Management's Discussion and Analysis of this Agreement will notFinancial Condition and Results of Operations, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingfinancial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (iiic) AbbVie isFor so long as any Notes remain outstanding, and since January 1, 2017 has been, in compliance in all material respects if at any time they are not required to file with the SEC the reports required by paragraphs (Aa) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (Bb) of this Section 4.03, the applicable listing Company and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material Guarantors will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (a) Whether or not required by the SEC, so long as any Notes are outstanding, the Parent Company shall furnish to the Noteholders and the Trustee, within the time periods specified in the SEC’s rules and regulations: (i) AbbVie has timely filed all quarterly and annual financial information that would be required to be contained in a filing with or furnished the SEC on Forms 10-Q and 10-K, if the Parent Company were required to file such Forms (other than financial statements of Affiliates of the Parent Company required by Rule 3-16 of Regulation S-X), including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the SEC annual information only, a report on the annual financial statements by the Parent Company’s certified independent accountants; and (ii) all reports, schedules, forms, statements, prospectuses, registration statements and other documents current reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, on Form 8-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Parent Company were required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SECsuch reports. (iib) As of its filing date (orThe quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, if amended or superseded by a filing prior to the date of this Agreement, either on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light face of the circumstances under which they were madefinancial statements or in the footnotes thereto, not misleadingor in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and the Guarantors separate from the financial condition and results of operations of the other Subsidiaries of the Company. (iiic) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions The filing of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) reports above with the applicable listing and corporate governance rules and regulations of NYSESEC shall satisfy the delivery obligations referred to above so long as such documents may be accessed by the public through the SEC’s website. (ivd) AbbVie The Parent Company shall, at the written request of any Noteholder, furnish to such requesting Noteholder copies of: (i) a consolidated balance sheet of Parent Company and its Subsidiaries have established as at the end of the then most recent fiscal month, and maintain disclosure controls the related consolidated statements of income or operations and procedures cash flows for such fiscal month and for the portion of Parent Company’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding month of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, and (ii) any reports or information delivered to the lenders under the ABL Facility pursuant to Section 6.02 thereof, in the case of each of clauses (i) and (ii), only to the extent previously provided to the lenders under the ABL Facility, and in the same format as delivered under the ABL Facility. Delivery of reports, information and documents described herein to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Parent Company’s compliance with any of its covenants in this Note Purchase Agreement (including the covenant to timely file, post or deliver the documents described in this Section 4.15) (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under Trustee is entitled to rely exclusively on an Officers’ Certificate, unless, subject to Section 7.2(g), the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or Majority Noteholders have otherwise notified the Trustee of any non-compliance with such covenant in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective manner provided in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange ActSection 9.3). (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the SEC Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC's rules and regulations: (1) (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file such reports; and (2) (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the Company's consolidated financial statements by the Company's certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company shall file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC shall not accept such a filing) and shall post the reports on its website within those time periods. The Company shall at all times comply with TIA Section 314(a). If, at any reporttime after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, schedulethe Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, formthe Company shall nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above unless the SEC shall not accept such a filing. The Company shall not take any action for the purpose of causing the SEC not to accept any such filings. If, statementnotwithstanding the foregoing, prospectusthe SEC shall not accept the Company's filings for any reason, registration statement or other document the Company shall post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (iib) As If the Company has designated any of its filing date (orSubsidiaries as Unrestricted Subsidiaries, if amended or superseded then the quarterly and annual financial information required by the preceding paragraphs shall include a filing prior to the date of this Agreementreasonably detailed presentation, either on the date face of such amended the financial statements or superseding filing), each AbbVie SEC Document filed or furnished prior to in the date of this Agreement did notfootnotes thereto, and each AbbVie SEC Document filed or furnished subsequent to the date in Management's Discussion and Analysis of this Agreement will notFinancial Condition and Results of Operations, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingfinancial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (iiic) AbbVie isIn addition, the Company and since January 1the Guarantors agree that, 2017 has beenfor so long as any Notes remain outstanding, in compliance in all material respects if at any time they are not required to file with (A) the applicable provisions of SEC the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under by the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to bepreceding paragraphs, individually or in the aggregate, material they shall furnish to the AbbVie GroupHolders of Notes and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.

Reports. (i) AbbVie has timely filed with or furnished to The Agent shall notify both the SEC all reports, schedules, forms, statements, prospectuses, registration statements Company and other documents required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Shareholder (the “Information Agent”) and its designated representatives by telephone as requested during the period commencing with the mailing of Subscription Documents and ending on the Expiration Date (Band in the case of guaranteed deliveries pursuant to Section 6.3 the period ending three OTC trading days after the Expiration Date), which notice shall thereafter be confirmed in writing, of (i) the applicable listing number of Subscription Rights exercised on the day of such request, (ii) the number of Underlying Units subscribed for pursuant to the Subscription Privilege, if any, and corporate governance rules and regulations the number of NYSE. such Subscription Rights for which payment has been received, (iii) the number of Subscription Rights subject to guaranteed delivery pursuant to Section 6.3 on such day, (iv) AbbVie the number of Subscription Rights for which defective exercises have been received on such day and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurance regarding cumulative totals derived from the reliability of AbbVie’s financial reporting and information set forth in clauses (i) through (iv) above. At or before 5:00 p.m., New York City time, on the preparation of AbbVie’s financial statements for external purposes first OTC trading day following the Expiration Date, the Agent shall certify in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior writing to the date Company the cumulative totals through the Expiration Date derived from the information set forth in clauses (i) through (iv) above. The Agent shall also maintain and update a list of this Agreement, to AbbVie’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees Holders who have fully or partially exercised their Subscription Rights and Holders who have not exercised their Subscription Rights. The Agent shall provide the Company, the Information Agent or its designated representatives with the information compiled pursuant to this Article 9 as any of them shall request. The Agent hereby represents, warrants and agrees that the information contained in each notification referred to in this Article 9 shall be accurate in all material respects; provided that the Agent shall not be held liable for any inaccurate information provided to it by the Company or Holder which it uses to generate a significant role in internal controlsnotification hereunder.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the SEC Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. If, at any reporttime, schedulethe Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, formthe Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods in the SEC’s rules and regulations unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, statementnotwithstanding the foregoing, prospectusthe SEC will not accept the Company’s filings for any reason, registration statement or other document the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (iib) As of its filing date To the extent required by the SEC, the quarterly and annual financial information required by paragraph (or, if amended or superseded by a filing prior to the date a) of this AgreementSection 4.03 will include a reasonably detailed presentation, either on the date face of such amended the financial statements or superseding filing), each AbbVie SEC Document filed or furnished prior to in the date of this Agreement did notfootnotes thereto, and each AbbVie SEC Document filed or furnished subsequent to the date in Management’s Discussion and Analysis of this Agreement will notFinancial Condition and Results of Operations, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingfinancial condition and results of operations of the Company and the Guarantors separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (iiic) AbbVie isFor so long as any Notes remain outstanding, if at any time the Company and since January 1, 2017 has been, in compliance in all material respects the Guarantors are not required to file with the SEC the reports required by paragraphs (Aa) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (Bb) of this Section 4.03, the applicable listing Company and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material Guarantors will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (vd) AbbVie Delivery of such reports, information and its Subsidiaries have established and maintain a system of internal controls designed documents to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting Trustee is for informational purposes only and the preparation of AbbVieTrustee’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation receipt of such internal controls prior shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the date Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Agreement, Indenture or to AbbVie’s auditors and ascertain the audit committee correctness or otherwise of the AbbVie Board (A) all significant deficiencies information or the statements contained therein. The Trustee is entitled to assume such compliance and material weaknesses in correctness unless a Responsible Officer of the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsTrustee is informed otherwise.

Reports. (ia) AbbVie has timely filed with Whether or furnished not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and to the Holders of Notes (or file with the SEC for public availability), within the time periods specified in the SEC’s rules and regulations: (1) all reports, schedules, forms, statements, prospectuses, registration statements quarterly and other documents annual reports that would be required to be filed with or furnished to the SEC by AbbVie since January 1, 2017 (collectively, together with any exhibits on Forms 10-Q and schedules thereto and other information incorporated therein, 10-K if the “AbbVie SEC Documents”). No Subsidiary of AbbVie is Company were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will comply with §314(a) of the TIA if the Indenture has been qualified under the TIA. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reportreason, schedulethe Company will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, formnotwithstanding the foregoing, statementthe SEC will not accept the Company’s filings for any reason, prospectus, registration statement or other document the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (iib) As If the Company has designated any of its filing date Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (or, if amended or superseded by a filing prior to the date a) of this AgreementSection 4.03 will include a reasonably detailed presentation, either on the date face of such amended the financial statements or superseding filing), each AbbVie SEC Document filed or furnished prior to in the date of this Agreement did notfootnotes thereto, and each AbbVie SEC Document filed or furnished subsequent to the date in “Management’s Discussion and Analysis of this Agreement will not, contain any untrue statement Financial Condition and Results of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light Operations,” of the circumstances under which they were made, not misleadingfinancial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (iiic) AbbVie isFor so long as any Notes remain outstanding, and since January 1, 2017 has been, in compliance in all material respects if at any time they are not required to file with the SEC the reports required by paragraphs (Aa) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (Bb) of this Section 4.03, the applicable listing Company and corporate governance rules and regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material Guarantors will furnish to the AbbVie GroupHolders and to securities analysts and prospective investors, taken as a wholeupon their request, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material the information required to be included in AbbVie’s periodic and current reports required delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. (vd) AbbVie Delivery of such reports, information and its Subsidiaries have established and maintain a system of internal controls designed documents to provide reasonable assurance regarding the reliability of AbbVie’s financial reporting Trustee is for informational purposes only and the preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation Trustee's receipt of such internal controls prior shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the date of this Agreement, Trustee is entitled to AbbVierely exclusively on an Officer’s auditors and the audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsCertificate).