Bond AbbVie Inc. 4.05% ( US00287YBR99 ) in USD

AbbVie Inc.

100 % ⇌

United States

US00287YBR99 ( in USD )

4.05% per year ( payment 2 times a year)

20/11/2039

Prospectus brochure of the bond AbbVie US00287YBR99 en USD 4.05%, maturity 20/11/2039

2 000 USD

4 000 000 000 USD

00287YBR9

BBB+ ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

21/11/2025 ( In 126 days )

AbbVie is a research-based biopharmaceutical company focused on developing and marketing innovative therapies in several key therapeutic areas including immunology, oncology, neuroscience, and ophthalmology.

AbbVie, a global biopharmaceutical company based in the United States, has issued a USD-denominated bond (ISIN: US00287YBR99, CUSIP: 00287YBR9) currently priced at 100% of par, offering a fixed interest rate of 4.05% with semi-annual payments, part of a $4,000,000,000 total issue requiring a minimum purchase of $2,000, which is set to mature on November 20, 2039, and holds investment-grade credit ratings of BBB+ from Standard & Poor's and Baa2 from Moody's.

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EX-1.1 2 tm1922692d1_ex1-1.htm EXHIBIT 1.1
Exhibit 1.1
EXECUTION VERSION
ABBVIE INC.
$750,000,000 SENIOR FLOATING RATE NOTES DUE MAY 2021
$750,000,000 SENIOR FLOATING RATE NOTES DUE NOVEMBER 2021
$750,000,000 SENIOR FLOATING RATE NOTES DUE 2022
$1,750,000,000 2.150% SENIOR NOTES DUE 2021
$3,000,000,000 2.300% SENIOR NOTES DUE 2022
$3,750,000,000 2.600% SENIOR NOTES DUE 2024
$4,000,000,000 2.950% SENIOR NOTES DUE 2026
$5,500,000,000 3.200% SENIOR NOTES DUE 2029
$4,000,000,000 4.050% SENIOR NOTES DUE 2039
$5,750,000,000 4.250% SENIOR NOTES DUE 2049
PURCHASE AGREEMENT
November 12, 2019
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Morgan Stanley & Co. LLC
BofA Securities, Inc.
Barclays Capital Inc.
As Representatives of the Initial Purchasers
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Ladies and Gentlemen:
AbbVie Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several purchasers named in Schedule I
hereto (the "Initial Purchasers") pursuant to this Purchase Agreement (the "Agreement") $750,000,000 aggregate principal amount of its
Senior Floating Rate Notes due May 2021 (the "May 2021 Floating Rate Notes"), $750,000,000 aggregate principal amount of its Senior
Floating Rate Notes due November 2021 (the "November 2021 Floating Rate Notes"), $750,000,000 aggregate principal amount of its
Senior Floating Rate Notes due 2022 (the "2022 Floating Rate Notes"), $1,750,000,000 aggregate principal amount of its 2.150% Senior
Notes due 2021 (the "2021 Notes"), $3,000,000,000 aggregate principal amount of its 2.300% Senior Notes due 2022 (the "2022 Notes"),
$3,750,000,000 aggregate principal amount of its 2.600% Senior Notes due 2024 (the "2024 Notes"), $4,000,000,000 aggregate principal
amount of its 2.950% Senior Notes due 2026 (the "2026 Notes"), $5,500,000,000 aggregate principal amount of its 3.200% Senior Notes
due 2029 (the "2029 Notes"), $4,000,000,000 aggregate principal amount of its 4.050% Senior Notes due 2039 (the "2039 Notes") and
$5,750,000,000 aggregate principal amount of its 4.250% Senior Notes due 2049 (the "2049 Notes", and together with the 2039 Notes, the
2029 Notes, the 2026 Notes, the 2024 Notes, the 2022 Notes, the 2021 Notes, the 2022 Floating Rate Notes, the November 2021 Floating
Rate Notes and the May 2021 Floating Rate Notes, the "Notes"). Morgan Stanley & Co. LLC, BofA Securities, Inc. and Barclays Capital
Inc. have agreed to act as the Representatives of the several Initial Purchasers (the "Representatives" or "you") in connection with the
offering and sale of the Notes.
The Securities (as defined herein) will be issued pursuant to the indenture dated as of November 8, 2012, as amended or
supplemented from time to time prior to the date hereof (the "Base Indenture"), between the Company and U.S. Bank National
Association, as Trustee (the "Trustee"), as further supplemented by Supplemental Indenture No. 7, to be dated as of November 21, 2019,
between the Company and the Trustee (the "Supplemental Indenture", and the Base Indenture as supplemented by the Supplemental
Indenture, the "Indenture").
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The Securities are being issued to finance a portion of the purchase price payable in connection with the Company's acquisition
of Allergan plc, an Irish public limited company ("Allergan"), to the extent set forth in, and pursuant to, the Transaction Agreement, dated
as of June 25, 2019 (the "Transaction Agreement"), by and among the Company, Venice Subsidiary LLC, a Delaware limited liability
company and a direct wholly owned subsidiary of the Company ("Acquirer Sub"), and Allergan. Subject to the conditions contained in
the Transaction Agreement, Acquirer Sub will acquire all of the outstanding shares of Allergan (the "Transaction"), from the date that the
Transaction is consummated. If, on the date that is 90 days after the consummation of the Transaction (the "Guarantee Date"), any of the
Company's direct or indirect existing or future wholly-owned subsidiaries, subject to certain exceptions for foreign subsidiaries, guarantee
(a) certain borrowed debt of Allergan or any of its subsidiaries that in aggregate exceeds $3.0 billion or (b) the Company's obligations
under certain borrowed debt in an aggregate amount of at least $2.0 billion, then the Notes will be, jointly and severally, unconditionally
guaranteed (the "Guarantee") on an unsubordinated unsecured basis by such subsidiaries (each, a "Guarantor" and, collectively, the
"Guarantors") in accordance with the terms of the Indenture, as described in the Preliminary Memorandum. The Notes and the Guarantee
attached thereto (if any) are herein collectively referred to as the "Securities".
Prior to the offering of the Securities, the Company commenced (1) offers to exchange (the "Exchange Offers") any and all
outstanding notes of certain series issued by Allergan, Inc., a Delaware corporation ("Allergan Inc"), Allergan Sales, LLC, a Delaware
limited liability company ("Allergan Sales"), Allergan Funding SCS, a Luxembourg limited partnership ("Allergan Funding"), or
Allergan Finance, LLC, a Nevada limited liability company ("Allergan Finance" and, together with Allergan Inc, Allergan Sales and
Allergan Funding, the "Allergan Issuers"), as applicable (the "Existing Allergan Notes") for newly issued notes of the Company, in each
case with the same interest rate, maturity and interest payment dates as the applicable series of Existing Allergan Notes for which they are
exchanged (collectively, the "New AbbVie Exchange Notes"), as set forth in the confidential offering memorandum and consent
solicitation statement, dated October 25, 2019 (the "Exchange Offering Memorandum"), and (2) related consent solicitations on behalf
of Allergan to the holders of each series of Existing Allergan Notes to adopt certain proposed amendments to each of the indentures
governing the Existing Allergan Notes on the terms set forth in the Exchange Offering Memorandum.
The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the
manner set forth herein and in the Time of Sale Memorandum (as defined herein) and agrees that the Initial Purchasers may resell, subject
to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") on the terms set forth in
the Time of Sale Memorandum (the first time when sales of the Securities are made is referred to as the "Time of Sale"). The Securities
will be offered without being registered under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional
buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act ("Rule 144A") and in
offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S").
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The Securities will have the benefit of a registration rights agreement (the "Registration Rights Agreement") between the
Company and the Representatives on behalf of the several Initial Purchasers, pursuant to which the Company will agree to file with the
U.S. Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act such registration
statement, the "Exchange Offer Registration Statement") relating to the Securities of each series in a like aggregate principal amount as
the Company issued under the Indenture (subject to any reductions in aggregate principal amount pursuant to the terms of the Indenture),
identical in all material respects to the Securities of each such series and registered under the Securities Act (the "Exchange Notes" and if
and to the extent that a Guarantor has provided the Guarantee prior to the time the Exchange Offer Registration Statement is filed (the
"Exchange Guarantees") and the Exchange Notes, together with the Exchange Guarantees (if any), the "Exchange Securities"), to be
offered in exchange for the Securities of each such series (such offer to exchange being referred to as the "Registered Exchange Offer")
and/or, in certain circumstances (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf
Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the
resale by certain holders of the Securities of each series and to use their commercially reasonable efforts to cause such Registration
Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to
consummate the Registered Exchange Offer.
In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum (the "Preliminary
Memorandum") and will prepare a final offering memorandum (the "Final Memorandum") including or incorporating by reference a
description of the terms of the Securities, the terms of the offering and a description of the Company. For purposes of this Agreement,
"Free Writing Communication" means any written communication (as defined in Rule 405 under the Securities Act) that constitutes an
offer to sell or a solicitation of an offer to buy the Securities and is made by means other than the Preliminary Memorandum or the Final
Memorandum; "Additional Written Offering Communication" means a Free Writing Communication prepared by or on behalf of the
Company, used or referred to by the Company or containing a description of the final terms of the Securities or of the offering of the
Securities; "Time of Sale Memorandum" means the Preliminary Memorandum with any Additional Written Offering Communication
existing at the Time of Sale and the information which is intended for general distribution to prospective investors, as evidenced by its
being specified in Schedule II hereto under the caption Time of Sale Information; "Supplemental Marketing Material" means the
Additional Written Offering Communication specified in Schedule II hereto under the caption Supplemental Marketing Material; and
"General Solicitation" means any offer to sell or solicitation of an offer to buy the Securities by any form of general solicitation or
advertising (as those terms are used in Regulation D under the Securities Act). As used herein, the terms Preliminary Memorandum, Time
of Sale Memorandum and Final Memorandum shall include the documents, if any, incorporated by reference therein on the date hereof.
The terms "supplement", "amendment" and "amend" as used herein with respect to the Preliminary Memorandum, the Time of Sale
Memorandum, the Final Memorandum or any Additional Written Offering Communication shall include all documents subsequently filed
by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
deemed to be incorporated by reference therein.
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1.
Representations and Warranties. The Company represents and warrants to, and agrees with, each of the
Representatives that:
(a)
Offering Memorandum and Disclosure at Time of Sale. (i) Each document, if any, filed or to be filed
pursuant to the Exchange Act and incorporated by reference in the Preliminary Memorandum, the Time of Sale Memorandum or
the Final Memorandum complied or will comply when so filed in all material respects with the Exchange Act and the applicable
rules and regulations of the Commission thereunder, (ii) to the knowledge of the Company, each document, or the applicable
portions thereof, if any, filed or to be filed by Allergan pursuant to the Exchange Act and incorporated by reference in the
Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum complied or will comply when so filed in
all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time
of Sale Memorandum as of the Time of Sale does not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading, (iv) any Supplemental Marketing Material prepared, used or referred to by the Company, when considered together
with the Time of Sale Memorandum, as of the Time of Sale did not contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading, and (v) the Final Memorandum, as of its date and on the Closing Date (as defined in Section 4), will not contain
any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in
this paragraph do not apply to statements or omissions in the Preliminary Memorandum, the Time of Sale Memorandum, the
Final Memorandum, Additional Written Offering Communication or General Solicitation based upon the Initial Purchasers'
Information (as defined in Section 8 below) relating to any Initial Purchaser furnished to the Company in writing by such Initial
Purchaser through the Representatives expressly for use therein.
(b)
Additional Written Offering Communications. Except for the Additional Written Offering
Communications, if any, identified in Schedule II hereto, including electronic road shows, if any, each furnished to you before
first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any
Additional Written Offering Communication.
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(c)
No Material Adverse Change in Company Business. Neither (i) the Company nor any of its subsidiaries
nor (ii) to the Company's knowledge, Allergan and each of Allergan's subsidiaries, has sustained since the date of the latest
audited financial statements included or incorporated by reference in the Preliminary Memorandum, the Time of Sale
Memorandum and the Final Memorandum any loss or interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case
which is material to (x) the Company and its subsidiaries taken as a whole or (y) Allergan and its subsidiaries taken as a whole,
as applicable, otherwise than as set forth or contemplated in the Preliminary Memorandum, the Time of Sale Memorandum or the
Final Memorandum; and, since the respective dates as of which information is given in the Preliminary Memorandum, the Time
of Sale Memorandum or the Final Memorandum, there has not been any material change in the consolidated capital stock or any
material increase in the consolidated long-term debt of the Company and its subsidiaries, taken as a whole (or, to the Company's
knowledge, any such changes with respect to Allergan and its subsidiaries, taken as a whole), or any material adverse change, or
any development involving a prospective material adverse change, in or affecting the business, financial position, shareholders'
equity or results of operations of the Company and its subsidiaries, taken as a whole (or, to the Company's knowledge, any such
changes with respect to Allergan and its subsidiaries, taken as a whole), otherwise than as set forth or contemplated in the Time
of Sale Memorandum;
(d)
Good Standing of the Company. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its properties
and conduct its business as described in the Time of Sale Memorandum, and is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its property requires such
qualification, except where failure to be so qualified or in good standing would not, in the aggregate, have a material adverse
effect upon the Company and its subsidiaries, taken as a whole;
(e)
Good Standing of Subsidiaries. Each of the "significant subsidiaries" of the Company (as such term is
defined in Rule 1-02(w) of Regulation S-X promulgated under the Securities Act) has been duly organized, is validly existing as
a corporation in good standing under the laws of the jurisdiction of its organization, is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its property requires such
qualification, except where failure to be so qualified or in good standing would not, in the aggregate, have a material adverse
effect upon the Company and its subsidiaries, taken as a whole;
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(f)
Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by
the Company;
(g)
Authorization of the Notes. The Notes have been duly authorized by the Company, and if required by the
Indenture on or after the Guarantee Date, the Guarantee will be duly authorized by each Guarantor, and when executed and
authenticated and registered in the name of the holders thereof in the register of holders maintained for such purposes, in each
case in accordance with the provisions of the Indenture, and delivered to and paid for by the Initial Purchasers in accordance with
the terms of this Agreement, will, assuming due execution and delivery by the Trustee, be valid and binding obligations of the
Company (and each Guarantor, as the case may be), enforceable in accordance with their terms and the terms of the Indenture, in
each case subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating
to or affecting creditors' rights generally and general principles of equity (collectively, the "Enforceability Exceptions"), and
will be entitled to the benefits of the Indenture, subject to the Enforceability Exceptions and except as rights to indemnification
and contribution may be limited under applicable law; the Exchange Notes will be duly and validly authorized by the Company,
the Company shall cause each Guarantor to duly and validly authorize the Exchange Guarantee if the Guarantees are then
required by the Indenture, and when the Exchange Securities are executed and authenticated and registered in the name of the
holders thereof in the register of holders maintained for such purposes, in each case in accordance with the terms of the
Indenture, the Registration Rights Agreement and the Registered Exchange Offer, the Exchange Securities will, assuming due
execution and delivery by the Trustee, be valid and binding obligations of the Company (and each Guarantor, as the case may
be), enforceable in accordance with their terms and the terms of the Indenture, in each case subject to the Enforceability
Exceptions;
(h)
Authorization of the Indenture and the Registration Rights Agreement. Each of the Indenture and the
Registration Rights Agreement has been duly authorized by the Company (and will be duly authorized by each Guarantor
following the Guarantee Date, if such documents are required to be entered into by the Guarantors by the terms thereof) and,
assuming due execution and delivery by the other parties thereto, when executed and delivered by the Company (and each
Guarantor, as the case may be), will each be a valid and binding agreement of the Company (and each Guarantor, as the case may
be), enforceable in accordance with its terms, subject to the Enforceability Exceptions, and except as rights to indemnification
and contribution under the Registration Rights Agreement may be limited under applicable law. The Indenture and the Securities
will conform to the descriptions thereof contained in the Time of Sale Memorandum as amended or supplemented with respect to
such Securities;
(i)
Absence of Defaults and Conflicts. The issue and sale of the Securities and the compliance by the
Company with all of the provisions of the Securities, the Indenture, the Registration Rights Agreement and this Agreement, and
the consummation of the transactions contemplated herein, therein or by the Time of Sale Memorandum, will not (i) conflict with
or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries
pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the
Company or any of its subsidiaries is a party, or by which the Company or any of its subsidiaries is bound or to which any of the
property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the articles
of incorporation or by-laws, each as amended, of the Company or (iii) result in a violation of any applicable law, statute or any
order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its
subsidiaries, or any of their respective properties, in any such case described in clause (i) or (iii) the effects of which would,
individually or in the aggregate, be materially adverse to the Company and its subsidiaries, taken as a whole;
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(j)
Absence of Further Requirements. No consent, approval, authorization, order, registration or qualification
of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation
by the Company of the transactions contemplated by this Agreement, the Securities, the Indenture or the Registration Rights
Agreement except such as have already been obtained or may be required by the securities or Blue Sky laws of the various states
in connection with the offer and sale of the Securities and except as would not, individually or in the aggregate, be materially
adverse to the Company's ability to consummate the transactions contemplated thereby, and solely in connection with the
Company's obligations under the Registration Rights Agreement, the federal securities laws;
(k)
Absence of Proceedings. Other than as set forth in the Time of Sale Memorandum, there are no legal or
governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject (including, without limitation, any proceedings before the United States Food
and Drug Administration or comparable Federal, state, local or foreign governmental bodies) that, individually or in the
aggregate, would reasonably be expected to have a material adverse effect on the business, financial position, shareholders'
equity or results of operations of the Company and its subsidiaries, taken as a whole; and, to the Company's knowledge, no such
proceedings are threatened or contemplated by governmental authorities or threatened by others;
(l)
eXtensible Business Reporting Language. The interactive data in eXtensible Business Reporting
Language included or incorporated by reference in the Preliminary Memorandum, the Time of Sale Memorandum or the Final
Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the
Commission's rules and guidelines applicable thereto.
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(m)
Financial Statements. Except as noted therein, (i) the consolidated financial statements of the Company,
and the related notes thereto, contained in the Time of Sale Memorandum present fairly in all material respects the consolidated
financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and
changes in their combined cash flows for the periods specified; (ii) such financial statements have been prepared in conformity
with accounting principles generally accepted in the United States applied on a consistent basis; (iii) the selected financial data of
the Company and its subsidiaries contained in the Time of Sale Memorandum present fairly the information shown therein and
have been compiled on a basis consistent with that of the financial statements of the Company contained in the Time of Sale
Memorandum; and (iv) to the knowledge of the Company, the consolidated financial statements of Allergan, and the related notes
thereto, contained in the Time of Sale Memorandum present fairly in all material respects the consolidated financial position of
Allergan and its consolidated subsidiaries as of the dates indicated and the results of their operations and changes in their
combined cash flows for the periods specified in conformity with U.S. generally accepted accounting principles applied on a
consistent basis throughout the period covered thereby and such financial statements have been prepared in conformity with
accounting principles generally accepted in the United States applied on a consistent basis.
(n)
Compliance with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company
or any of the Company's directors or officers, in their capacities as such, to comply in all material respects with any provision of
the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the "Sarbanes-Oxley Act"),
including Section 402 related to loans and Sections 302 and 906 related to certifications.
(o)
Accounting Controls. The Company and its subsidiaries (i) make and keep accurate books and records in
all material respects and (ii) maintain internal accounting controls which provide reasonable assurance that (A) transactions are
executed in accordance with management's authorization, (B) transactions are recorded as necessary to permit preparation of
their financial statements and to maintain accountability for their assets, (C) access to their assets is permitted only in accordance
with management's authorization and (D) the reported accountability for their assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any difference;
(p)
Disclosure Controls. The Company has established, maintains and will maintain disclosure controls and
procedures (as defined in Rule 13a-15(e) of the Exchange Act) which are designed to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and
reported in accordance with the Exchange Act and the rules and regulations thereunder. The Company has carried out
evaluations, and the Company will carry out evaluations, under the supervision and with the participation of the Company's
management, of the effectiveness of the design and operation of the Company's disclosure controls and procedures in accordance
with Rule 13a-15 of the Exchange Act;
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(q)
Independent Registered Public Accounting Firm. (i) Ernst & Young LLP, which has audited and reported
on certain financial statements of the Company and its subsidiaries for the years ended December 31, 2017 and December 31,
2018 is an independent registered public accounting firm with respect to the Company and its subsidiaries as required by the
Securities Act and the Exchange Act and the rules and regulations of the Commission and the PCAOB, and (ii) to the knowledge
of the Company, Pricewaterhouse Coopers LLP, which has audited and reported on certain financial statements of Allergan and
its subsidiaries for the years ended December 31, 2017 and December 31, 2018 is an independent registered public accounting
firm with respect to Allergan and its subsidiaries as required by the Securities Act and the Exchange Act and the rules and
regulations of the Commission and the PCAOB.
(r)
Anti-Corruption. None of the Company, its subsidiaries, affiliates, directors or officers has taken any
action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money,
property, gifts or anything else of value, directly or indirectly, to any "government official" (including any officer or employee
of a government or government-owned or controlled entity or of a public international organization, or any person acting in an
official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to
improperly influence official action or secure an improper advantage; and the Company and its subsidiaries and affiliates have
conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained policies and
procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained in
this paragraph;
(s)
Investment Company. The Company is not, and after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an
"investment company" as such term is defined in the Investment Company Act of 1940, as amended.
(t)
Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been
conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of
the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act"), and the applicable anti-money laundering
statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any
related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the
"Anti-Money Laundering Laws"), and no action, suit or proceeding by or before any court or governmental agency, authority
or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is
pending or, to the knowledge of the Company, threatened, except for any such action, suit or proceeding, individually or in the
aggregate, as would not have a material adverse effect on the Company and its subsidiaries, taken as a whole;
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