Exhibit 4.2


 


EXECUTION
VERSION


 


ABBVIE INC.


 


SUPPLEMENTAL INDENTURE NO. 8


 


$311,602,000 3.375% Senior Notes due 2020


$431,559,000 4.875% Senior Notes due 2021


$1,175,701,000 5.000% Senior Notes due
2021


$2,627,036,000 3.450% Senior Notes due
2022


$1,462,358,000 3.250% Senior Notes due
2022


$244,575,000 2.800% Senior Notes due 2023


$945,394,000 3.850% Senior Notes due 2024


$2,890,467,000 3.800% Senior Notes due
2025


$1,681,354,000 4.550% Senior Notes due
2035


$389,217,000 4.625% Senior Notes due 2042


$1,008,583,000 4.850% Senior Notes due
2044


$827,096,000 4.750% Senior Notes due 2045


 


THIS SUPPLEMENTAL INDENTURE NO. 8, dated
as of May 14, 2020 (the “Supplemental Indenture”), among ABBVIE INC., a Delaware corporation (the “Company”),
and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).


 


RECITALS OF THE COMPANY:


 


WHEREAS, the Company has heretofore executed
and delivered to the Trustee an Indenture, dated as of November 8, 2012 (as heretofore supplemented or amended, the “Indenture”),
providing for the issuance from time to time of one or more series of Securities (as defined in the Indenture);


 


WHEREAS, the Company has entered into a
definitive transaction agreement, dated as of June 25, 2019, by and among the Company, Allergan plc, an Irish public limited
company (“Allergan”), and Venice Subsidiary LLC, a wholly owned subsidiary of the Company (“Acquiror
Sub”), as amended from time to time, which provides, among other things, that on the terms and subject to conditions
set forth therein, Acquiror Sub will acquire Allergan, with Allergan surviving as a wholly-owned subsidiary of the Company (the
 “Acquisition”);


 


WHEREAS, in connection with the Acquisition,
the Company offered to exchange (the “Exchange Offers”) any and all outstanding notes of certain series issued
by Allergan Finance, LLC, Allergan, Inc., Allergan Sales, LLC and Allergan Funding SCS (the “Allergan Notes”)
for notes issued by the Company pursuant to an Offering Memorandum and Consent Solicitation Statement, dated as of October 25,
2019 (as amended, the “Offering Memorandum and Consent Solicitation Statement”);


 


WHEREAS, Article Nine of the Indenture
provides for various matters with respect to any series of Securities issued under the Indenture to be established in an indenture
supplemental to the Indenture;


 






     


     


    

 


WHEREAS, Section 9.1(7) of the
Indenture provides that the Company and the Trustee may enter into an indenture supplemental to the Indenture to establish the
form or terms of Securities of any series as permitted by Sections 2.1 and 3.1 of the Indenture;


 


WHEREAS, Section 9.1 of the Indenture
provides that the Company and the Trustee may modify certain terms of the Indenture and provide certain additional provisions with
respect to any series of Securities to be issued under the Indenture; and


 


WHEREAS, all the conditions and requirements
necessary to make this Supplemental Indenture, when duly executed and delivered, a valid and binding agreement in accordance with
its terms and for the purposes herein expressed, have been performed and fulfilled.


 


NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH:


 


For and in consideration of the premises
and the issuance of the series of Securities provided for herein, the Company and the Trustee mutually covenant and agree for the
equal and proportionate benefit of the respective Holders of the Securities of each such series as follows:


 


Article 1


RELATION TO INDENTURE; DEFINITIONS; RULES OF CONSTRUCTION


 


Section 1.1.            Relation
to Indenture.  This Supplemental Indenture constitutes an integral part of the Indenture.


 


Section 1.2.            Definitions. 
For all purposes of this Supplemental Indenture, the following terms shall have the respective meanings set forth in this Section.


 


“2020
Notes” means the 3.375% Senior Notes due 2020.


 


“2023
Notes” means the 2.800% Senior Notes due 2023.


 


“2024
Notes” means the 3.850% Senior Notes due 2024.


 


“2025
Notes” means the 3.800% Senior Notes due 2025.


 


“2035
Notes” means the 4.550% Senior Notes due 2035.


 


“2042
Notes” means the 4.625% Senior Notes due 2042.


 


“2044
Notes” means the 4.850% Senior Notes due 2044.


 


“2045 Notes”
means the 4.750% Senior Notes due 2045.


 


“Applicable
Procedures” means, with respect to any transfer or transaction involving a Regulation S Global Note or beneficial
interest therein, the rules and procedures of the Depository for such Global Note, Euroclear and Clearstream, in each case
to the extent applicable to such transaction and as in effect from time to time.


 


“Clearstream”
means Clearstream Banking S.A.


 






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“Dealer
Managers” means Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc.,
BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC.


 


“December 2021
Notes” means the 5.000% Senior Notes due 2021.


 


“Definitive Note” means
a certificated Note that does not include the Global Notes Legend.


 


“Depository” means The
Depository Trust Company, its nominees and their respective successors.


 


“Euroclear” means Euroclear
Bank SA/NV, as operator of the Euroclear System.


 


“Exchange
Notes” has the meaning specified in the Registration Rights Agreement.


 


“February 2021
Notes” means the 4.875% Senior Notes due 2021.


 


“Global Notes Legend”
means the legend set forth in Exhibits A1 through A12 to this Supplemental Indenture.


 


“Initial Notes” means
the Notes issued pursuant to this Supplemental Indenture on the date hereof.


 


“March 2022
Notes” means the 3.450% Senior Notes due 2022.


 


“Notes” means, collectively,
the 2020 Notes, the February 2021 Notes, the December 2021 Notes, the March 2022 Notes, the October 2022 Notes,
the 2023 Notes, the 2024 Notes, the 2025 Notes, the 2035 Notes, the 2042 Notes, the 2044 Notes and the 2045 Notes.


 


“Notes Custodian” means
the custodian with respect to a Global Note (as appointed by the Depository) or any successor person thereto, who will initially
be the Trustee.


 


“October 2022
Notes” means the 3.250% Senior Notes due 2022.


 


“Participant” means members
of, or participants in, the Depository.


 


“QIB” means qualified
institutional buyer as specified in Rule 144A promulgated under the Securities Act.


 


“Registered Exchange Offer”
means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial Notes, to issue and
deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes in an exchange
registered under the Securities Act.


 


“Registration Rights Agreement”
means the Registration Rights Agreement, dated as of May 14, 2020, by and among the Company and the Dealer Managers.


 


“Regulation S” means
Regulation S promulgated under the Securities Act.


 






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“Regulation S Notes”
means all Notes offered and issued pursuant to the Exchange Offers to holders of Allergan Notes in an offshore transaction in reliance
on Regulation S.


 


“Restricted Notes Legend”
means the legend set forth in Section 2.5(e)(i) hereof.


 


“Restricted Period” means,
with respect to any Notes, the period that is 40 consecutive days beginning on and including the later of (i) the day
on which such Notes are first offered to Persons other than distributors (as defined in Regulation S under the Securities
Act) in reliance on Regulation S and (ii) the date of original issuance with respect to such Notes.


 


“Rule 144” means
Rule 144 promulgated under the Securities Act.


 


“Rule 144A” means
Rule 144A promulgated under the Securities Act.


 


“Rule 144A Notes”
means all Notes offered and issued pursuant to the Exchange Offers to holders of Allergan Notes reasonably believed to be QIBs
in reliance on Rule 144A.


 


“Securities Act” means
the U.S. Securities Act of 1933, as amended.


 


“Transfer Restricted Note”
means any Note that bears or is required to bear a Restricted Notes Legend.


 


Section 1.3.            Rules of
Construction.  For all purposes of this Supplemental Indenture:


 


(a)            capitalized
terms used herein without definition shall have the meanings specified in the Indenture;


 


(b)            all
references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this
Supplemental Indenture;


 


(c)            the
terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental
Indenture; and


 


(d)            in
the event of a conflict with the definition of terms in the Indenture, the definitions in this Supplemental Indenture shall control.


 


Article 2


THE SECURITIES


 


Section 2.1.            Title
of the Notes.  There shall be (i) a series of Securities designated the 3.375% Senior Notes due 2020, (ii) a
series of Securities designated the 4.875% Senior Notes due 2021, (iii) a series of Securities designated the 5.000% Senior
Notes due 2021, (iv) a series of Securities designated the 3.450% Senior Notes due 2022, (v) a series of Securities
designated the 3.250% Senior Notes due 2022, (vi) a series of Securities designated the 2.800% Senior Notes due 2023, (vii) a
series of Securities designated the 3.850% Senior Notes due 2024, (viii) a series of Securities designated the 3.800% Senior
Notes due 2025, (ix) a series of Securities designated the 4.550% Senior Notes due 2035, (x) a series of Securities
designated the 4.625% Senior Notes due 2042, (xi) a series of Securities designated the 4.850% Senior Notes due 2044 and
(xii) a series of Securities designated the 4.750% Senior Notes due 2045.


 






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Section 2.2.            Initial
Principal Amount. The 2020 Notes will be initially issued in an aggregate principal amount
of $311,602,000. The February 2021 Notes will be initially issued in an aggregate principal amount of $431,559,000. The December 2021
Notes will be initially issued in an aggregate principal amount of $1,175,701,000. The March 2022 Notes will be initially
issued in an aggregate principal amount of $2,627,036,000. The October 2022 Notes will be initially issued in an aggregate
principal amount of $1,462,358,000. The 2023 Notes will be initially issued in an aggregate principal amount of $244,575,000. The
2024 Notes will be initially issued in an aggregate principal amount of $945,394,000. The 2025 Notes will be initially issued in
an aggregate principal amount of $2,890,467,000. The 2035 Notes will be initially issued in an aggregate principal amount of $1,681,354,000.
The 2042 Notes will be initially issued in an aggregate principal amount of $389,217,000. The 2044 Notes will be initially issued
in an aggregate principal amount of $1,008,583,000. The 2045 Notes will be initially issued in an aggregate principal amount of
$827,096,000.


 


Section 2.3.            [Reserved].


 


Section 2.4.            Form and
Dating.


 


(a)            General. 
The Notes and the Trustee’s certificate of authentication shall be substantially in the forms set forth in the corresponding
Exhibits A1-A12 attached hereto (other than, (i) with respect to any additional Notes of any series of the Notes, changes
related to issue date, issue price and first Interest Payment Date of such additional Notes, and (ii) with respect to any
Exchange Notes of any series of the Notes, changes related to legends, transfer restrictions, CUSIP/ISIN numbers and other changes
customary for registered notes). The Notes may have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples
of $1,000 in excess thereof. The Notes of each series and any additional Notes of such series subsequently issued under the Indenture,
together with any Exchange Notes issued with respect to the Notes of such series in accordance with the Registration Rights Agreement,
will be treated as a single series or class for all purposes under the Indenture, including, without limitation, waivers, amendments
and redemptions; provided that, if any such additional Notes are not fungible with the existing Notes for Federal income tax purposes,
such additional Notes will have a separate CUSIP number.


 


		i.	The Notes shall initially be issued only (A) to persons reasonably believed to be QIBs in reliance on Rule 144A
or (B) outside the United States, to persons other than “U.S. persons” as defined in Rule 902 under the Securities
Act, in compliance with Regulation S. Notes may thereafter be transferred to, among others, purchasers reasonably believed
to be QIBs, and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially
issued pursuant to Rule 144A shall be issued in the form of one or more permanent global securities in fully registered form
(collectively, the “Rule 144A Global Note”) and Notes initially issued pursuant to Regulation S shall
be issued in the form of one or more permanent global securities in fully registered form (collectively, the “Regulation S
Global Note”), in each case without interest coupons and with the Global Notes Legend and the applicable Restricted Notes
Legend set forth in Section 2.5(e)(i) hereof, which shall be deposited on behalf of the purchasers of the Notes represented
thereby with the Notes Custodian and registered in the name of the Notes Custodian or a nominee of the Depository, duly executed
by the Company and authenticated by the Trustee as provided in this Supplemental Indenture.



 






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		ii.	Beneficial interests in Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes of the
same series if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the
transferor of the beneficial interest in the Regulation S Global Note first delivers to the Trustee a written certificate
(in the form of the Form of Exchange Certificate attached to the applicable Exhibit hereto) to the effect that the beneficial
interest in the Regulation S Global Note is being transferred to a Person (A) who the transferor reasonably believes
to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A,
and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.



 


		iii.	Beneficial interests in Rule 144A Global Notes may be transferred to a Person who takes delivery in the form of an interest
in a Regulation S Global Note only if the transferor first delivers to the Trustee a written certificate (in the form of Exhibit B
hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S (if applicable).



 


		iv.	The Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to herein as “Global
Notes.”



 


The
terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture,
and the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms
and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions
of this Supplemental Indenture, the provisions of this Supplemental Indenture shall govern and be controlling.


 


The Company hereby designates The Depository
Trust Company as the initial Depository for the Global Notes.


 


(b)            Global
Notes.  The Notes will be issued initially in the form of one or more Global Notes in definitive, fully registered, book-entry
form. The Global Notes will be delivered to the Notes Custodian and registered in the name of the Depository or the nominee of
such Depository. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments
made on the records of the Trustee and the Depository or its nominee as hereinafter provided.


 






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(c)            Book-Entry
Provisions.  This Section 2.4(c) shall apply only to a Global Note deposited with or on behalf of the Depository.
The Company shall execute and the Trustee shall, in accordance with this Section 2.4(c) and pursuant to an order of the
Company, authenticate and deliver initially one or more Global Notes that (A) shall be registered in the name of the Depository
for such Global Note or Global Notes or the nominee of such Depository and (B) shall be delivered by the Trustee to such Depository
or pursuant to such Depository’s instructions or held by the Trustee as Notes Custodian.


 


(d)            Payment.
Payments in respect of the principal of, premium, if any, and interest on a Global Note registered in the name of the Depository
or its nominee will be payable to the Depository in its capacity as the registered holder under the Indenture. Under the terms
of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee will treat the persons in whose names the
Notes, including the Global Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all
other purposes, whether or not the Notes be overdue, and neither the Company, the Trustee nor any such agent shall be affected
by notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of
the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Participants, the operation of customary practices of such Depository governing the
exercise of the rights of a holder of a beneficial interest in any Global Note.


 


(e)            Definitive
Notes.  Except as provided in Section 2.6, owners of a beneficial interest in the Global Notes will not have Notes
registered in their names, will not receive physical delivery of Definitive Notes and will not be considered the registered owners
or “holders” thereof under the Indenture for any purpose.


 


Section 2.5.            Transfer
and Exchange.


 


(a)            Transfer
and Exchange of Definitive Notes.  When Definitive Notes are presented to the Security Registrar with a request:


 


(i)            to
register the transfer of such Definitive Notes; or


 


(ii)           to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Security
Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are
met; provided, however, that the Definitive Notes surrendered for transfer or exchange:


 


(A)            shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and


 






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(B)            are
accompanied by the following additional information and documents, as applicable:


 


(x)            certification
(in the form set forth on the reverse side of the Initial Note) that such definitive Note is being transferred (A) to a QIB
in accordance with Rule 144A or (B) outside the United States in an offshore transaction within the meaning of Regulation
S and in compliance with Rule 903 or Rule 904 under the Securities Act; and


 


(y)            (1) if
such Definitive Notes are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without
transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Note); or (2) if
such Definitive Notes are being transferred to the Company, a certification to that effect (in the form satisfactory to the Trustee).


 


(b)            Restrictions
on Transfer of a Definitive Note for a Beneficial Interest in a Global Note.  A Definitive Note may not be exchanged for
a beneficial interest in a Global Note except upon satisfaction of the requirement set forth below. Upon receipt by the Trustee
of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company
and the Security Registrar, together with (i) certification (in the form set forth on the reverse side of the Initial Note)
that such definitive Note is being transferred (A) to a QIB in accordance with Rule 144A or (B) outside the United
States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 903 or Rule 904
under the Securities Act and (ii) written instructions directing the Trustee to make, or to direct the Notes Custodian to
make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal
amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to
be credited with such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to
cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes Custodian, the
aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive
Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial
interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding
and the Global Note has not been previously exchanged for certificated securities pursuant to Section 2.6, the Company shall
issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Global Note in the appropriate principal amount.


 






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(c)            Transfer
and Exchange of Global Notes.


 


(i)            The
transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with
this Supplemental Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the
Depository therefor. A transferor of a beneficial interest in a Global Note shall deliver a written order given in accordance with
the Depository’s procedures containing information regarding the participant account of the Depository to be credited with
a beneficial interest in such Global Note or another Global Note and such account shall be credited in accordance with such order
with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited by
an amount equal to the beneficial interest in the Global Note being transferred. Transfers by an owner of a beneficial interest
in a Rule 144A Global Note to a transferee who takes delivery of such interest through a Regulation S Global Note, whether
before or after the expiration of the Restricted Period, shall be made only upon receipt by the Trustee of a certification from
the transferor to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S
or (if available) Rule 144 under the Securities Act and that, if such transfer is being made prior to the expiration of the
Restricted Period, the interest transferred shall be held immediately thereafter through Euroclear or Clearstream.


 


(ii)           If
the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note,
the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note
to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and
the Security Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of
the Global Note from which such interest is being transferred.


 


(iii)          Notwithstanding
any other provisions of this Supplemental Indenture (other than the provisions set forth in Section 2.4), a Global Note may
not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee
of such successor Depository.


 


(iv)          In
the event that a Global Note is exchanged for Notes in definitive form prior to the consummation of the Registered Exchange Offer
or the effectiveness of the shelf registration statement with respect to such Notes, such Notes may be exchanged only in accordance
with such procedures as are substantially consistent with the provisions of this section (including the certification requirements
set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144, Rule 144A,
Regulation S or such other applicable exemption from registration under the Securities Act, as the case may be) and such other
procedures as may from time to time be adopted by the Company.


 






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(d)            Restrictions
on Transfer of Regulation S Global Notes.


 


(i)            Prior
to the expiration of the Restricted Period, interests in a Regulation S Global Note may only be held through Euroclear or
Clearstream. During the Restricted Period, beneficial ownership interests in a Regulation S Global Note may only be sold,
pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures and only (A) to the Company,
(B) so long as such security is eligible for resale pursuant to Rule 144A, to a person whom the selling holder reasonably
believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge
or transfer is being made in reliance on Rule 144A, (C) in an offshore transaction in accordance with Regulation S,
(D) pursuant to an available exemption from registration under the Securities Act or (E) pursuant to an effective registration
statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States;
provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a
Regulation S Global Note may not be made to a U.S. person or for the account or benefit of a U.S. person. Prior to the expiration
of the Restricted Period, transfers by an owner of a beneficial interest in a Regulation S Global Note to a transferee who
takes delivery of such interest through a Rule 144A Global Note shall be made only in accordance with the Applicable Procedures,
pursuant to Rule 144 or Rule 144A and upon receipt by the Trustee of a written certification from the transferor of the
beneficial interest in the form provided on the reverse of the Initial Note to the effect that such transfer is being made to a
person whom the transferor reasonably believes is a QIB within the meaning of Rule 144A in a transaction meeting the requirements
of Rule 144A. Such written certification shall no longer be required after the expiration of the Restricted Period. In the
case of a transfer of a beneficial interest in a Regulation S Global Note for an interest in a Rule 144A Global Note,
the transferee must, at the request of the Company, deliver an opinion of counsel reasonably acceptable to the Company stating
that the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act.


 


(ii)           Upon
the expiration of the Restricted Period, beneficial ownership interests in a Regulation S Global Note shall be transferable
in accordance with applicable law and the other terms of the Indenture.


 


(e)            Legends.


 


(i)            Except
as permitted by the following paragraphs (ii), (iii), (iv) or (v), each Note certificate evidencing the Global Notes
and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially
the following form (each defined term in the legend being defined as such for purposes of the legend only):


 


THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.


 






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NEITHER THIS SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES,
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT
IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ISSUE
DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME SERIES AND THE LAST DATE ON WHICH
ABBVIE INC. OR ANY AFFILIATE OF ABBVIE INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO
ABBVIE INC. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),
TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES
TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR
(F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ABBVIE INC.’S
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 






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Each Note evidencing a Global Note offered and sold
to QIBs pursuant to Rule 144A shall bear a legend in substantially the following form:


 


EACH PURCHASER OF THIS SECURITY
IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


 


Each Note evidencing a Global Note offered and sold
to non-U.S. persons outside the United States in reliance on Regulation S shall bear a legend substantially in the following form:


 


BY ITS ACQUISITION HEREOF, THE HOLDER
HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.


 


Each Global Note shall bear a legend substantially
in the following form:


 


THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS
OF THE INDENTURE AND THE TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO ABBVIE INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 






    	 	12	 



     


    

 


Each Note in definitive form shall bear the following
additional legend:


 


IN CONNECTION WITH ANY TRANSFER,
THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


(ii)           Upon
any sale or transfer of a Transfer Restricted Note that is a definitive Note, the Security Registrar shall permit the Holder thereof
to exchange such Transfer Restricted Note for a definitive Note that does not bear the legends set forth above and rescind any
restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Security Registrar that
its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse
of the Initial Note).


 


(iii)          After
a transfer of any Initial Notes during the period of the effectiveness of a shelf registration statement with respect to such Initial
Notes, as the case may be, all requirements pertaining to the Restricted Notes Legend on such Initial Notes shall cease to apply
and the requirements that any such Initial Notes be issued in global form shall continue to apply.


 


(iv)          Upon
the consummation of a Registered Exchange Offer with respect to the Initial Notes pursuant to which Holders of such Initial Notes
are offered Exchange Notes in exchange for their Initial Notes, all requirements pertaining to Initial Notes that Initial Notes
be issued in global form shall continue to apply, and Exchange Notes in global form without the Restricted Notes Legend shall be
available to Holders that exchange such Initial Notes in such Registered Exchange Offer.


 


(v)           Upon
a sale or transfer after the expiration of the Restricted Period of any Initial Note acquired pursuant to Regulation S, all
requirements that such Initial Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such
Initial Note be issued in global form shall continue to apply.


 


(f)            By
its acceptance of any Note bearing any legend in Section 2.5(e)(i) hereof, each Holder of such Note acknowledges the
restrictions on transfer of such Note set forth in this Supplemental Indenture and in such legend in Section 2.5(e)(i) hereof
and agrees that it shall transfer such Note only as provided in this Supplemental Indenture.


 






    	 	13	 



     


    

 


(g)            Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive
Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by the Depository to the Trustee for
cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or
canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the
books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by
the Trustee or the Notes Custodian, to reflect such reduction.


 


(h)            Obligations
with Respect to Transfers and Exchanges of Notes.


 


(i)            To
permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes
and Global Notes at the Security Registrar’s request.


 


(ii)           No
service charge shall be made for any registration of transfer or exchange of the Notes, but the Company or the Security Registrar
may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection
therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant
to Section 9.6 or 11.7 of the Indenture).


 


(i)            Prior
to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security Registrar
may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving
payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and
none of the Company, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.


 


(j)            The
Company hereby appoints the Trustee as Security Registrar for the Notes. Neither the Company nor the Security Registrar shall be
required to register the transfer of or exchange Notes of any series (i) during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Notes of that series selected for redemption under Section 11.3
of the Indenture and ending at the close of business on the day of such mailing, or (ii) so selected for redemption in whole
or in part, except the unredeemed portion of any Note being redeemed in part.


 


(k)            All
Notes issued upon any transfer or exchange pursuant to the terms of this Supplemental Indenture shall evidence the same Debt and
shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.


 






    	 	14	 



     


    

 


(l)            No
Obligation of the Trustee.


 


(i)            The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in,
the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or
the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all
payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depository
or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through
the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected
in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.


 


(ii)            The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any
transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery
of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required
by, the terms of this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express
requirements hereof.


 


Section 2.6.            Definitive
Notes.


 


(a)            A
Global Note deposited with the Depository or with the Trustee as Notes Custodian pursuant to Section 2.4 shall be transferred
to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount
of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.5 and (i) the Depository
(A) notifies the Company that the Depository is no longer willing or able to act as a depositary or clearing system for the
Notes or (B) ceases to be a “clearing agency” registered under the Securities Exchange Act of 1934, as amended,
and in either event, a successor depositary or clearing system is not appointed by the Company within 90 days of such notice or
cessation, (ii) upon the occurrence and continuation of an Event of Default and the Depository notifies the Trustee of its
decision to exchange the Global Note for Definitive Notes, or (iii) the Company determines not to have the Notes represented
by a Global Note.


 


(b)            Any
Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.6 shall be surrendered by the
Depository to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and upon Company Order
the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal
amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.6
shall be executed, authenticated and delivered only in denominations of $2,000 of principal amount and any integral multiple of
$1,000 in excess thereof and registered in such names as requested by or on behalf of the Depository (in accordance with its customary
procedures).


 






    	 	15	 



     


    

 


(c)            The
registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that
may hold interests through Participants, to take any action which a Holder is entitled to take under the Indenture or the Notes.


 


(d)            In
the event of the occurrence of any of the events specified in Section 2.6(a)(i), (ii) or (iii), the Company will promptly
make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.


 


Article 3


AMENDMENTS TO THE BASE INDENTURE


 


Section 3.1.            Amendment
to Section 4.1 of the Indenture. Solely as it relates to the Notes, Section 4.1
of the Indenture shall be amended by replacing subsection (1)(B) with the following:


 


(B)            all
of the Securities of such series not theretofore delivered to the Trustee for cancellation


 


(i)            have
become due and payable,


 


(ii)           will
become due and payable at their Stated Maturity within one year, or


 


(iii)          if
redeemable at the Company’s option, are to be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,


 


and the Company, in the case of (i), (ii) or (iii) above,
has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire
indebtedness on the Securities of such series not theretofore delivered to the Trustee for cancellation, for principal of, premium,
if any, and interest on the Securities of such series to the date of such deposit (in the case of Securities which have become
due and payable), or to their Stated Maturity or the Redemption Date, as the case may be (provided that in connection with any
discharge relating to any redemption that requires the payment of a premium, the amount deposited shall be sufficient for purposes
of the Indenture to the extent that an amount is deposited with the Trustee equal to the premium calculated as of the date of the
notice of redemption, with any deficit as of the Redemption Date only required to be deposited with the Trustee on or prior to
the Redemption Date), together with irrevocable instructions from the Company directing the Trustee to apply such funds to the
payment thereof at Maturity or the Redemption Date, as the case may be;


 






    	 	16	 



     


    

 


Section 3.2.            Amendment
to Section 5.1 to the Indenture. Solely as it relates to the Notes, Section 5.1
of the Indenture shall be amended by:


 


(a) replacing subsection (4) with
the following: “default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other
than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt
with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series),
and continuance of such default or breach for a period of 90 days after the giving of written notice to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series
a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder (provided that such notice may not be given with respect to any action taken, and reported publicly
or to holders of the Securities more than two years prior to such notice);” and


 


(b) 
adding the following paragraph at the end of Section 5.1: “Any time period in this Indenture to cure any actual or alleged
default or Event of Default may be extended or stayed by a court of competent jurisdiction.”


 


Section 3.3.            Amendment
to Section 11.2 to the Indenture. Solely as it relates to the March 2022 Notes,
the October 2022 Notes, the 2024 Notes, the 2025 Notes, the 2035 Notes, the 2042 Notes, the 2044 Notes and the 2045 Notes,
Section 11.2 of the Indenture shall be amended by replacing “45 days” with “30 days.”


 


Section 3.4.            Amendment
to Section 11.3 to the Indenture. Solely as it relates to the March 2022 Notes,
the October 2022 Notes, the 2024 Notes, the 2025 Notes, the 2035 Notes, the 2042 Notes, the 2044 Notes and the 2045 Notes,
Section 11.3 of the Indenture shall be amended by replacing “45 days” with “30 days” in each instance
it appears.


 


Section 3.5.            Amendment
to Section 11.4 to the Indenture.


 


(a)            Solely
as it relates to the March 2022 Notes, the October 2022 Notes, the 2024 Notes, the 2025 Notes, the 2035 Notes, the 2042
Notes, the 2044 Notes and the 2045 Notes, Section 11.4 of the Indenture shall be amended by replacing the first sentence with
the following: “Notice of redemption shall be given electronically or by first-class mail, postage prepaid, to each Holder
of Securities to be redeemed, at his address appearing in the Security Register, or otherwise in accordance with the applicable
procedures of DTC, not less than 15 nor more than 60 days prior to the Redemption Date.”


 


(b)            Solely
as it relates to the 2020 Notes, the February 2021 Notes, the December 2021 Notes and the 2023 Notes, Section 11.4
of the Indenture shall be amended by replacing the first sentence with the following: “Notice of redemption shall be given
electronically or by first-class mail, postage prepaid, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register, or otherwise in accordance with the applicable procedures of DTC, not less than 30 nor more than 60 days
prior to the Redemption Date.”


 






    	 	17	 



     


    

 


(c)            Solely
as it relates to the Notes, Section 11.4 of the Indenture shall be amended by adding the following sentence to the end of
Section 11.4: “Any redemption or notice of redemption may, at the Company’s discretion, be subject to one or more
conditions precedent, and, at the Company’s discretion, the redemption date may be delayed until such time as any or all
such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of business two
business days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall
provide such notice to each Holder of Securities in the same manner in which the notice of redemption was given.”


 


Section 3.6.            Amendment
to Section 13.4 of the Indenture. Solely as it
relates to the Notes, Section 13.4 of the Indenture shall be amended by replacing subsections (5) and (6) with
the following:


 


		(5)	In the case of an election under Section 13.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating
that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since
the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that,
and based thereon such opinion shall confirm that, the beneficial owners of the Outstanding Securities of such series will not
recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income
tax in the same manner as would have been the case if such defeasance had not occurred.



 


		(6)	In the case of an election under Section 13.3, the Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that the beneficial owners of the Outstanding Securities of such series will not recognize income, gain or loss for
Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax in the same manner
as would have been the case if such covenant defeasance had not occurred.



 


Article 4


MISCELLANEOUS PROVISIONS


 


Section 4.1.            Ratification. 
The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.


 


Section 4.2.            Counterparts. 
This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original,
and all such counterparts shall together constitute but one and the same instrument.


 






    	 	18	 



     


    

 


Section 4.3.            Governing
Law.  THIS SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.


 


Section 4.4.            Conflict
with Trust Indenture Act.  If any provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be a part of and govern this Supplemental Indenture, the latter provision shall
control.  If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that
may be so modified or excluded, the latter provision shall be deemed to apply to this Supplemental Indenture as so modified or
to be excluded, as the case may be.


 


Section 4.5.            The
Trustee.  The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication,
shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.  The Trustee
makes no representations as to the validity or sufficiency of this Supplemental Indenture or of the Securities.


 


[signature pages follow]


 






    	 	19	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture No. 8 to be duly executed as of the day and year first above written.


 


	 	ABBVIE INC.
	 	 	
	 	By:	/s/
Scott T. Reents




	 	 	Name:	Scott T. Reents
	 	 	Title:	Vice President, Tax and Treasury








 


	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee
	 	 	 
	 	By:	

/s/ Linda Garcia





	 	 	Name:	Linda Garcia





	 	 	Title:	Vice President







 


 


[Signature Page
to Supplemental Indenture No. 8]


 









     


     


    

 


EXHIBIT A1


 


(FORM OF FACE OF INITIAL NOTE)


 


[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE
AND THE TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, TO ABBVIE INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.](1)


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.


 


NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40
DAYS] AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME
SERIES AND THE LAST DATE ON WHICH ABBVIE INC. OR ANY AFFILIATE OF ABBVIE INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH SECURITY), ONLY (A) TO ABBVIE INC. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL
BUYER’’ AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT
IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ABBVIE INC.’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE.


 



    A-1-1


     


    

 



 


[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.](2)


 


[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT
IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.](3)


 


[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.](4)


 


(1) Applies to Global Notes only


 


(2) Applies to Rule 144A Notes
only


 


(3) Applies to Regulation S Notes
only


 


(4) Applies to Notes in definitive
form only


 






    A-1-2


     


    

 


ABBVIE INC.


 


3.375% Senior Notes due 2020


 


	No. [●]	$[●]


 


CUSIP No: [●]1


 


ISIN No: [●]2


 


ABBVIE INC., a corporation duly organized
and existing under the laws of Delaware (herein called the “Company,” which term includes any successor Person
under the Indenture and Supplemental Indenture hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., as nominee for The Depository Trust Company, or registered assigns, the principal sum of [●] Dollars ($[●]),
or such other principal sum as may be indicated on the Schedule of Exchanges attached hereto, on September 15, 2020 (the
 “Maturity Date”), and to pay interest thereon from the most recent date on which interest has been paid or
duly provided for by Allergan, Inc. (“Allergan”) on the 3.375% Senior Notes due 2020 issued by Allergan that
were accepted in the Exchange Offers, semi-annually in arrears on March 15 and September 15 of each year, commencing
on September 15, 2020 (each, an “Interest Payment Date”), at the rate of 3.375% per annum, until the principal
hereof is paid or made available for payment. Interest payments on this Security will include interest accrued to but excluding
the Interest Payment Date or Maturity Date, as the case may be. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall
be the March 1 or September 1, as the case may be, preceding such Interest Payment Date (whether or not a Business Day);
provided, however, that interest payable at maturity of this Note shall be payable to the persons to whom principal
amount shall be payable, subject to DTC’s applicable procedures. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.


 


 






	1	Rule 144A Note CUSIP: 	00287YCC1
	 	Regulation S Note CUSIP:	U0029QAW6
	 	 	 
	2	Rule 144A Note ISIN: 	US00287YCC12
	 	Regulation S Note ISIN:	USU0029QAW60


 






    A-1-3


     


    

 


Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose
in St. Paul, Minnesota, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by (1) check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (2) wire transfer
as directed by the Holder, in immediately available funds to an account maintained by the Depository or its nominee with respect
to a Global Note, and to the Holder or its nominee with respect to a Definitive Note; provided further that in the case of a Definitive
Note (1) the Holder thereof shall have provided written wiring instructions to the Trustee on or before the related Regular
Record Date and (2) if appropriate instructions for any such wire transfer are not received by the related Regular Record
Date, then such payment shall be made by check mailed to the address of the Holder specified in the Security Register.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 






    A-1-4


     


    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


Dated:


 


	 	ABBVIE INC.
	 	 
	 	By:
	 	 	Name:
	 	 	Title:




 






    A-1-5


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Dated:


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee
	 	 
	 	By:
	 	 	Authorized Signatory




 






    A-1-6


     


    

 


[FORM OF REVERSE OF SECURITY]


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called
the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and Supplemental Indenture No. 8, dated as of May 14,
2020 (herein called the “Supplemental Indenture”), between the Company and the Trustee, to which Indenture,
Supplemental Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities of this series
and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, in an initial aggregate principal amount of $[●].


 


Optional Redemption


 


At any time prior to the Maturity Date,
the Company may redeem some or all of the Securities of this series at its option, in each case at a redemption price equal to
the greater of: (i) 100% of the principal amount of the Securities of this series to be redeemed; and (ii) the sum of
the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption
Date) on the Securities of this series to be redeemed discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points.


 


The Company will pay accrued and unpaid
interest on the principal amount of the Securities of this series being redeemed to, but excluding, the Redemption Date.


 


If the Company has given notice as provided
in the Indenture and funds for the redemption of any Securities of this series called for redemption have been made available on
the Redemption Date in accordance with the Indenture, such Securities will cease to bear interest on the date fixed for redemption.
Thereafter, the only right of the Holders of such Securities will be to receive payment of the redemption price.


 


The Company will give notice of any optional
redemption, electronically or by mail, to Holders at their addresses, as shown in the Security Register for such Securities, or
as otherwise in accordance with the applicable procedures of DTC, not more than 60 nor less than 30 days prior to the date fixed
for redemption. The notice of redemption will specify, among other items, the Redemption Date, redemption price, the principal
amount of the Securities of this series to be redeemed and the place or places that payment will be made upon surrender of the
Securities of this series to be redeemed. Any redemption or notice of redemption may, at the Company’s discretion, be subject
to one or more conditions precedent, and, at the Company’s discretion, the redemption date may be delayed until such time
as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of
business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt
the Trustee shall provide such notice to each holder of the Securities in the same manner in which the notice of redemption was
given.


 






    A-1-7


     


    

 


The Company will notify the Trustee at least
45 days prior to the Redemption Date fixed by the Company (or such shorter period as is satisfactory to the Trustee) of the aggregate
principal amount of the Securities of this series to be redeemed and their Redemption Date. If less than all of the Securities
of this series are to be redeemed at any time, the Trustee shall select, not more than 45 days prior to the Redemption Date, which
Securities or the portion thereof, that are to be redeemed from the outstanding Securities of this series not previously redeemed
by random lot.


 


“Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) if the Company obtains four or more Reference Treasury Dealer Quotations for
such Redemption Date, the average of such Reference Treasury Dealer Quotations, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to
time.


 


“Primary Treasury Dealer”
means a primary United States government securities dealer in the United States of America.


 


“Reference Treasury Dealer”
means (i) each of Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and any of
their respective successors; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealers the Company selects.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
such Redemption Date.


 


“Treasury Rate” means,
with respect to any Redemption Date, (1) the rate per annum equal to the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the remaining term of the Securities of this series to be redeemed, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated and provided to the Trustee in writing on the third Business Day preceding the Redemption Date.


 






    A-1-8


     


    





 


Sinking Fund


 


The Securities of this series do not provide
for a sinking fund.


 


Default


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Miscellaneous


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture
apply to the Securities of this series.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities at the time Outstanding of any series, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


No reference herein to the Indenture or
Supplemental Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security
at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 






    A-1-9


     


    

 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
registration of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 9.6 or 11.7 of the
Indenture).


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose
name this Security is registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security that are
not defined herein but which are defined in the Indenture and Supplemental Indenture shall have the meanings assigned to them in
the Indenture and Supplemental Indenture.


 


THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


This Security is a Book-Entry Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository.
This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in
the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.


 


*                                        
*                                        
*


 






    A-1-10


     


    

 


SCHEDULE OF EXCHANGES


 


The following exchanges, redemptions or
purchases of a part of this Book-Entry Security have been made:


 


	Date of

Exchange/

Redemption/

Repurchase	Amount of

decrease in

Principal Amount

of this Book-Entry

Security	Amount of

increase in

Principal Amount

of this Book-

Entry Security	Principal Amount

of this Book-Entry

Security following

such decrease (or

increase)	Signature of

authorized

signatory of

Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





 






    A-1-11


     


    

 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


	(Print or type assignee’s name, address and zip code)


 


	(Insert assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint                               
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


Date:


 


Your Signature*:


 


By:


 


Name:


 


Title:


 


Sign exactly as your name appears on the
other side of this Security.


 


*Signature Guaranteed:


 


*NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security
Registrar, which requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    A-1-12


     


    

 



 


FORM OF TRANSFER CERTIFICATE


 


In connection with any transfer of any of the Securities evidenced
by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate (as such term is defined in Rule 144) of the Company, the undersigned confirms that such Securities
are being transferred in accordance with its terms:


 


CHECK
ONE BOX BELOW


 


		(1)	 ̈    to the Company; or



 


		(2)	 ̈    pursuant to an effective registration statement under the Securities Act; or



 


		(3)	  ̈    inside the United States to a person reasonably
                                                                                   believed to be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that
                                                                                   purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such
                                                                                   transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under
                                                                                   the Securities Act; or



 


		(4)	 ̈    in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities
Act; or



 


		(5)	 ̈    pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available
exemption from the registration requirement of the Securities Act.



 


Unless one of the boxes is checked, the Trustee shall
refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering
any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested
to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


	 	 
	 	Signature




 



    A-1-13


     


    




 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and
is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	Dated:_________________________	 	Notice: To be executed by an executive officer





 



    A-1-14


     


    

 


FORM OF EXCHANGE CERTIFICATE


 


AbbVie Inc.


1 North Waukegan Road


North Chicago, Illinois
60064


 


U.S. Bank National Association


190 South LaSalle Street, 10th Floor 


Chicago, IL 60603


Attention: Corporate Trust Services


 


Re: 3.375% Senior Notes due
2020


 


Reference is hereby made to the Indenture,
dated as of November 8, 2012 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated
as of November 8, 2012, the Second Supplemental Indenture, dated as of May 14, 2015, the Third Supplemental Indenture,
dated as of May 12, 2016, the Fourth Supplemental Indenture, dated as of November 17, 2016, the Fifth Supplemental Indenture,
dated as of September 18, 2018, the Sixth Supplemental Indenture, dated as of September 26, 2019, the Seventh Supplemental
Indenture, dated as of November 21, 2019, the Eighth Supplemental Indenture, dated as of May 14, 2020, and the Ninth
Supplemental Indenture, dated as of May 14, 2020 (as so supplemented, the “Indenture”), between AbbVie Inc. (the
 “Company”) and U.S. Bank National Association, a national banking association, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.


 


___________ (the “Owner”) owns
and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________
in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that
in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global
Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred
to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account
of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities
laws of the States of the United States and other jurisdictions.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company and are dated ______________________.


 


	 	 	[Insert Name of Transferor]
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 
	Dated:_____________________________________	 	



 






    A-1-15


     


    

 


EXHIBIT A2


 


(FORM OF FACE OF INITIAL NOTE)


 


[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE
AND THE TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, TO ABBVIE INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.](1)


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.


 


NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40
DAYS] AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME
SERIES AND THE LAST DATE ON WHICH ABBVIE INC. OR ANY AFFILIATE OF ABBVIE INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH SECURITY), ONLY (A) TO ABBVIE INC. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL
BUYER’’ AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT
IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ABBVIE INC.’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE.


 






    A-2-1


     


    

 


[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.](2)


 


[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT
IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.](3)


 


[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.](4)


 


(1) Applies to Global Notes only


 


(2) Applies to Rule 144A Notes
only


 


(3) Applies to Regulation S Notes
only


 


(4) Applies to Notes in definitive
form only


 






    A-2-2


     


    

 



 


ABBVIE INC.


 


4.875% Senior Notes due 2021


 


	No. [●]	$[●]


 


CUSIP No: [●]1


 


ISIN No: [●]2


 


ABBVIE INC., a corporation duly organized and existing under
the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture
and Supplemental Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee
for The Depository Trust Company, or registered assigns, the principal sum of [●] Dollars ($[●]), or such other principal
sum as may be indicated on the Schedule of Exchanges attached hereto, on February 15, 2021, and to pay interest thereon from
the most recent date on which interest has been paid or duly provided for by Allergan Sales, LLC (“Allergan”) on the
4.875% Senior Notes due 2021 issued by Allergan that were accepted in the Exchange Offers, semi-annually in arrears on February 15
and August 15 of each year, commencing on August 15, 2020 (each, an “Interest Payment Date”), at the rate
of 4.875% per annum, until the principal hereof is paid or made available for payment. Interest payments on this Security will
include interest accrued to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the February 1 and August 1, as the case may be, preceding such Interest Payment
Date (whether or not a Business Day); provided, however, that interest payable at maturity of this Note shall be
payable to the persons to whom principal amount shall be payable, subject to DTC’s applicable procedures. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


 





 






	1	Rule 144A Note CUSIP:	00287YCD9



	 	Regulation S Note CUSIP:	U0029QAX4




 


	2	Rule 144A Note ISIN:	US00287YCD94



	 	Regulation S Note ISIN:	USU0029QAX44






 






    A-2-3


     


    

 


Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose
in St. Paul, Minnesota, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by (1) check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (2) wire transfer
as directed by the Holder, in immediately available funds to an account maintained by the Depository or its nominee with respect
to a Global Note, and to the Holder or its nominee with respect to a Definitive Note; provided further that in the case of a Definitive
Note (1) the Holder thereof shall have provided written wiring instructions to the Trustee on or before the related Regular
Record Date and (2) if appropriate instructions for any such wire transfer are not received by the related Regular Record
Date, then such payment shall be made by check mailed to the address of the Holder specified in the Security Register.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 









    A-2-4


     


    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


Dated:


 


	 	ABBVIE INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    A-2-5


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Dated:


 


	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	as Trustee
	 	 
	 	By:
	 	 	Authorized Signatory


 






    A-2-6


     


    

 


[FORM OF REVERSE OF SECURITY]


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called
the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and Supplemental Indenture No. 8, dated as of May 14,
2020 (herein called the “Supplemental Indenture”), between the Company and the Trustee, to which Indenture,
Supplemental Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities of this series
and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, in an initial aggregate principal amount of $[●].


 


Optional Redemption


 


At any time prior to the Par Call Date (as
defined below), the Company may redeem some or all of the Securities of this series at its option, in each case at a redemption
price equal to 100% of the principal amount of the Securities of this series to be redeemed plus the Applicable Premium. The Company
will pay accrued and unpaid interest on the principal amount of the Securities of this series being redeemed to, but excluding,
the Redemption Date.


 


In addition, at any time on or after the
Par Call Date, the Company may redeem some or all of the Securities of this series at its option at a redemption price equal to
100% of the principal amount of the Securities of this series to be redeemed, plus accrued and unpaid interest on the principal
amount of Securities of this series being redeemed to, but excluding, the Redemption Date.


 


If the Company has given notice as provided
in the Indenture and funds for the redemption of any Securities of this series called for redemption have been made available on
the Redemption Date in accordance with the Indenture, such Securities will cease to bear interest on the date fixed for redemption.
Thereafter, the only right of the Holders of such Securities will be to receive payment of the redemption price.


 


The Company will give notice of any optional
redemption, electronically or by mail, to Holders at their addresses, as shown in the Security Register for such Securities, or
as otherwise in accordance with the applicable procedures of DTC, not more than 60 nor less than 30 days prior to the date fixed
for redemption. The notice of redemption will specify, among other items, the Redemption Date, redemption price, the principal
amount of the Securities of this series to be redeemed and the place or places that payment will be made upon surrender of the
Securities of this series to be redeemed. Any redemption or notice of redemption may, at the Company’s discretion, be subject
to one or more conditions precedent, and, at the Company’s discretion, the redemption date may be delayed until such time
as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of
business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt
the Trustee shall provide such notice to each holder of the Securities in the same manner in which the notice of redemption was
given.


 







    A-2-7


     


    

 


The Company will notify the Trustee at least
45 days prior to the Redemption Date fixed by the Company (or such shorter period as is satisfactory to the Trustee) of the aggregate
principal amount of the Securities of this series to be redeemed and their Redemption Date. If less than all of the Securities
of this series are to be redeemed at any time, the Trustee shall select, not more than 45 days prior to the Redemption Date, which
Securities or the portion thereof, that are to be redeemed from the outstanding Securities of this series not previously redeemed
by random lot.


 


“Applicable Premium”
means, on the Redemption Date, the greater of (i) 1.0% of the principal amount of the Securities of this series to be redeemed;
and (ii) the excess, if any, of: (a) the present value at the Redemption Date of all scheduled interest and principal
payments due on the Securities of this series to be redeemed (excluding accrued but unpaid interest, if any, to, but excluding,
the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points;
over (b) the principal amount of such Securities of this series being redeemed.


 


“Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) if the Company obtains four or more Reference Treasury Dealer Quotations for
such Redemption Date, the average of such Reference Treasury Dealer Quotations, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to
time.


 


“Par Call Date” means
November 17, 2020.


 


“Primary Treasury Dealer”
means a primary United States government securities dealer in the United States of America.


 


“Reference Treasury Dealer”
means (i) each of Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and any of
their respective successors; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealers the Company selects.


 






    A-2-8


     


    

 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
such Redemption Date.


 


“Treasury Rate” means,
with respect to any Redemption Date, (1) the rate per annum equal to the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the remaining term of the Securities of this series to be redeemed, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated and provided to the Trustee in writing on the third Business Day preceding the Redemption Date.


 


Sinking Fund


 


The Securities of this series do not provide
for a sinking fund.


 


Default


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Miscellaneous


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture
apply to the Securities of this series.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities at the time Outstanding of any series, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 






    A-2-9


     


    

 


No reference herein to the Indenture or
Supplemental Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security
at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
registration of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 9.6 or 11.7 of the
Indenture).


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose
name this Security is registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security that are
not defined herein but which are defined in the Indenture and Supplemental Indenture shall have the meanings assigned to them in
the Indenture and Supplemental Indenture.


 


THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


This Security is a Book-Entry Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository.
This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in
the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.


 


*                                        
*                                        
*


 






    A-2-10


     


    

 


SCHEDULE OF EXCHANGES


 


The following exchanges, redemptions or
purchases of a part of this Book-Entry Security have been made:


 


	Date of

Exchange/

Redemption/

Repurchase	Amount of

decrease in

Principal Amount

of this Book-

Entry

Security	Amount of

increase in

Principal Amount

of this Book-

Entry Security	Principal Amount

of this Book-

Entry

Security following

such decrease (or

increase)	Signature of

authorized

signatory of

Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 














    A-2-11


     


    

 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


	 
	(Print or type assignee’s name, address and zip code)


 


	 
	(Insert assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint                               
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


Date:


 


Your Signature*:


 


By:


 


Name:


 


Title:


 


Sign exactly as your name appears on the
other side of this Security.


 


*Signature Guaranteed:


 


*NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar,
which requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    A-2-12


     


    

 


FORM OF TRANSFER CERTIFICATE


 


In connection with any transfer of any of the Securities evidenced
by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate (as such term is defined in Rule 144) of the Company, the undersigned confirms that such Securities
are being transferred in accordance with its terms:


 


CHECK
ONE BOX BELOW


 


	(1)	 ̈to the Company; or



 


	(2)	 ̈pursuant to an effective registration statement under the Securities Act; or



 


	(3)	 ̈inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as
defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
with Rule 144A under the Securities Act; or



 


	(4)	 ̈in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities
Act; or



 


	(5)	 ̈pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available
exemption from the registration requirement of the Securities Act.



 


Unless one of the boxes is checked, the Trustee shall
refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering
any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested
to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


	 	 
	 	Signature




 






    A-2-13


     


    

 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and
is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	Dated:____________________		Notice: To be executed by an executive officer



 






    A-2-14


     


    

 


FORM OF EXCHANGE CERTIFICATE


 


AbbVie Inc.


1 North Waukegan Road


North Chicago, Illinois
60064


 


U.S. Bank National Association


190 South LaSalle Street, 10th Floor


Chicago, IL 60603


Attention: Corporate Trust Services


 


Re: 4.875% Senior Notes due
2021


 


Reference is hereby made to the Indenture,
dated as of November 8, 2012 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated
as of November 8, 2012, the Second Supplemental Indenture, dated as of May 14, 2015, the Third Supplemental Indenture,
dated as of May 12, 2016, the Fourth Supplemental Indenture, dated as of November 17, 2016, the Fifth Supplemental Indenture,
dated as of September 18, 2018, the Sixth Supplemental Indenture, dated as of September 26, 2019, the Seventh Supplemental
Indenture, dated as of November 21, 2019, the Eighth Supplemental Indenture, dated as of May 14, 2020, and the Ninth
Supplemental Indenture, dated as of May 14, 2020 (as so supplemented, the “Indenture”), between AbbVie Inc. (the
 “Company”) and U.S. Bank National Association, a national banking association, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.


 


___________ (the “Owner”) owns
and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________
in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that
in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global
Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred
to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account
of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities
laws of the States of the United States and other jurisdictions.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company and are dated ______________________.


 


	 	[Insert Name of Transferor]




 


		By:	






		Name:	






		Title:	



 


Dated: _______________________





 






    A-2-15


     


    

 


 


EXHIBIT A3


 


(FORM OF FACE OF INITIAL NOTE)


 


[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE
TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, TO ABBVIE INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.](1)


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.


 


NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE
OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER
ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME SERIES AND THE LAST DATE ON WHICH ABBVIE INC. OR ANY AFFILIATE
OF ABBVIE INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO ABBVIE INC. OR ANY SUBSIDIARY
THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),
TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL BUYER’’ AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR
(F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ABBVIE INC.’S
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 






    	 	A-3-1	 



     


    

 


[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.](2)


 


[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT
IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.](3)


 


[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.](4)


 


(1) Applies to Global Notes only


 


(2) Applies to Rule 144A Notes only


 


(3) Applies to Regulation S Notes only


 


(4) Applies to Notes in definitive form
only


 






    	 	A-3-2	 



     


    

 


ABBVIE INC.


 


5.000% Senior Notes due 2021


 


	No. [●]	$[●]


 


CUSIP No: [●]1


 


ISIN No: [●]2


 


ABBVIE INC., a corporation duly organized and existing under
the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture
and Supplemental Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee
for The Depository Trust Company, or registered assigns, the principal sum of [●] Dollars ($[●]), or such other principal
sum as may be indicated on the Schedule of Exchanges attached hereto, on December 15, 2021, and to pay interest thereon from the
most recent date on which interest has been paid or duly provided for by Allergan Sales, LLC (“Allergan”) on the 5.000%
Senior Notes due 2021 issued by Allergan that were accepted in the Exchange Offers, semi-annually in arrears on June 15 and December
15 of each year, commencing on June 15, 2020 (each, an “Interest Payment Date”), at the rate of 5.000% per annum, until
the principal hereof is paid or made available for payment. Interest payments on this Security will include interest accrued to
but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which
shall be the June 1 and December 1, as the case may be, preceding such Interest Payment Date (whether or not a Business Day); provided,
however, that interest payable at maturity of this Note shall be payable to the persons to whom principal amount shall be
payable, subject to DTC’s applicable procedures. Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than
10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.


 


 
















		1	Rule 144A Note CUSIP:	00287YCE7
		 	Regulation S Note CUSIP:	U0029QAY2



 


		2	Rule 144A Note ISIN:	US00287YCE77
		 	Regulation S Note ISIN:	USU0029QAY27



 






    	 	A-3-3	 



     


    

 



Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose
in St. Paul, Minnesota, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by (1) check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (2) wire transfer
as directed by the Holder, in immediately available funds to an account maintained by the Depository or its nominee with respect
to a Global Note, and to the Holder or its nominee with respect to a Definitive Note; provided further that in the case of a Definitive
Note (1) the Holder thereof shall have provided written wiring instructions to the Trustee on or before the related Regular
Record Date and (2) if appropriate instructions for any such wire transfer are not received by the related Regular Record
Date, then such payment shall be made by check mailed to the address of the Holder specified in the Security Register.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 






    	 	A-3-4	 



     


    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


Dated:                 


 


 


	 	ABBVIE INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    	 	A-3-5	 



     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Dated:                 


 


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory




 






    	 	A-3-6	 



     


    

 


[FORM OF REVERSE OF SECURITY]


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called
the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and Supplemental Indenture No. 8, dated as of May 14, 2020
(herein called the “Supplemental Indenture”), between the Company and the Trustee, to which Indenture, Supplemental
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities of this series and of
the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof, in an initial aggregate principal amount of $[●].


 


Optional Redemption 


 


At any time prior to the Par Call Date (as
defined below), the Company may redeem some or all of the Securities of this series at its option, in each case at a redemption
price equal to 100% of the principal amount of the Securities of this series to be redeemed plus the Applicable Premium. The Company
will pay accrued and unpaid interest on the principal amount of the Securities of this series being redeemed to, but excluding,
the Redemption Date.


 


In addition, at any time on or after the
Par Call Date, the Company may redeem some or all of the Securities of this series at its option at a redemption price equal to
100% of the principal amount of the Securities of this series to be redeemed, plus accrued and unpaid interest on the principal
amount of Securities of this series being redeemed to, but excluding, the Redemption Date.


 


If the Company has given notice as provided
in the Indenture and funds for the redemption of any Securities of this series called for redemption have been made available on
the Redemption Date in accordance with the Indenture, such Securities will cease to bear interest on the date fixed for redemption.
Thereafter, the only right of the Holders of such Securities will be to receive payment of the redemption price.


 


The Company will give notice of any optional
redemption, electronically or by mail, to Holders at their addresses, as shown in the Security Register for such Securities, or
as otherwise in accordance with the applicable procedures of DTC, not more than 60 nor less than 30 days prior to the date fixed
for redemption. The notice of redemption will specify, among other items, the Redemption Date, redemption price, the principal
amount of the Securities of this series to be redeemed and the place or places that payment will be made upon surrender of the
Securities of this series to be redeemed. Any redemption or notice of redemption may, at the Company’s discretion, be subject
to one or more conditions precedent, and, at the Company’s discretion, the redemption date may be delayed until such time
as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of
business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt
the Trustee shall provide such notice to each holder of the Securities in the same manner in which the notice of redemption was
given.


 






    	 	A-3-7	 



     


    

 


The Company will notify the Trustee at least
45 days prior to the Redemption Date fixed by the Company (or such shorter period as is satisfactory to the Trustee) of the aggregate
principal amount of the Securities of this series to be redeemed and their Redemption Date. If less than all of the Securities
of this series are to be redeemed at any time, the Trustee shall select, not more than 45 days prior to the Redemption Date, which
Securities or the portion thereof, that are to be redeemed from the outstanding Securities of this series not previously redeemed
by random lot.


 


“Applicable Premium”
means, on the Redemption Date, the greater of (i) 1.0% of the principal amount of the Securities of this series to be redeemed;
and (ii) the excess, if any, of: (a) the present value at the Redemption Date of all scheduled interest and principal payments
due on the Securities of this series to be redeemed (excluding accrued but unpaid interest, if any, to, but excluding, the Redemption
Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the
principal amount of such Securities of this series being redeemed.


 


“Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) if the Company obtains four or more Reference Treasury Dealer Quotations for
such Redemption Date, the average of such Reference Treasury Dealer Quotations, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to
time.


 


“Par Call Date” means
September 16, 2021.


 


“Primary Treasury Dealer”
means a primary United States government securities dealer in the United States of America.


 


“Reference Treasury Dealer”
means (i) each of Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and any of their
respective successors; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealers the Company selects.


 






    	 	A-3-8	 



     


    

 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
such Redemption Date.


 


“Treasury Rate” means,
with respect to any Redemption Date, (1) the rate per annum equal to the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the remaining term of the Securities of this series to be redeemed, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated and provided to the Trustee in writing on the third Business Day preceding the Redemption Date.


 


Sinking Fund 


 


The Securities of this series do not provide
for a sinking fund.


 


Default 


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Miscellaneous


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture
apply to the Securities of this series.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities at the time Outstanding of any series, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 






    	 	A-3-9	 



     


    

 


No reference herein to the Indenture or
Supplemental Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security
at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
registration of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 9.6 or 11.7 of the Indenture).


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose
name this Security is registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security that are
not defined herein but which are defined in the Indenture and Supplemental Indenture shall have the meanings assigned to them in
the Indenture and Supplemental Indenture.


 


THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


This Security is a Book-Entry Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository.
This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in
the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.


 


*                                        
*                                        
*


 






    	 	A-3-10	 



     


    

 


SCHEDULE OF EXCHANGES


 


The following exchanges, redemptions or
purchases of a part of this Book-Entry Security have been made:


 


	Date of

Exchange/

Redemption/

Repurchase	Amount of

decrease in

Principal Amount

of this Book-Entry

Security	Amount of

increase in

Principal Amount

of this Book-

Entry Security	Principal Amount

of this Book-Entry

Security following

such decrease (or

increase)	Signature of

authorized

signatory of

Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 






    	 	A-3-11	 



     


    

 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


	 
	(Print or type assignee’s name, address and zip code)


 


	 
	(Insert assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint                               
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


 


	Date:	 
	 	 
	Your Signature*:	 
	 	 
	By:	 
	 	 
	Name:	 
	 	 
	Title:	 




 


Sign exactly as your name appears on the
other side of this Security.


 


*Signature Guaranteed:


 


*NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar,
which requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    	 	A-3-12	 



     


    

 


FORM OF TRANSFER CERTIFICATE


 


In connection with any transfer of any of
the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under
the Securities Act (“Rule 144”) after the later of the date of original issuance of such Notes and the last date,
if any, on which such Notes were owned by the Company or any Affiliate (as such term is defined in Rule 144) of the Company,
the undersigned confirms that such Securities are being transferred in accordance with its terms:


 


CHECK
ONE BOX BELOW


 


		(1)	 ̈to the Company; or



 


		(2)	 ̈pursuant to an effective registration statement under the Securities Act; or



 


		(3)	 ̈inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as
defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
with Rule 144A under the Securities Act; or



 


		(4)	 ̈in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or



 


		(5)	 ̈pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available
exemption from the registration requirement of the Securities Act.



 


Unless one of the boxes is checked,
the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the
registered holder thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior
to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has
reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.


 


	 	 
	 	Signature




 






    	 	A-3-13	 



     


    

 


TO BE COMPLETED
BY PURCHASER IF (3) ABOVE IS CHECKED.


 


The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is
aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding
the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it
is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


 


 


	Dated:____________________	Notice: To be executed by an executive officer



 






    	 	A-3-14	 



     


    

 


FORM OF EXCHANGE CERTIFICATE


 


AbbVie Inc.


1 North Waukegan Road


North Chicago, Illinois 60064


 


U.S. Bank National Association


190 South LaSalle Street, 10th Floor


Chicago, IL 60603


Attention: Corporate Trust Services


 


Re: 5.000% Senior Notes due
2021


 


Reference is hereby made to the Indenture,
dated as of November 8, 2012 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as
of November 8, 2012, the Second Supplemental Indenture, dated as of May 14, 2015, the Third Supplemental Indenture, dated as of
May 12, 2016, the Fourth Supplemental Indenture, dated as of November 17, 2016, the Fifth Supplemental Indenture, dated as of September
18, 2018, the Sixth Supplemental Indenture, dated as of September 26, 2019, the Seventh Supplemental Indenture, dated as of November
21, 2019, the Eighth Supplemental Indenture, dated as of May 14, 2020, and the Ninth Supplemental Indenture, dated as of May 14,
2020 (as so supplemented, the “Indenture”), between AbbVie Inc. (the “Company”) and U.S. Bank National
Association, a national banking association, as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


___________ (the “Owner”) owns
and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________
in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that
in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global
Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred
to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB
in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States
of the United States and other jurisdictions.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company and are dated ______________________.


 


	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


Dated:
_______________________


 






    	 	A-3-15	 



     


    

 





EXHIBIT A4


 


(FORM OF FACE OF INITIAL NOTE)


 


[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE
TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, TO ABBVIE INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.](1)


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.


 


NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE
OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER
ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME SERIES AND THE LAST DATE ON WHICH ABBVIE INC. OR ANY AFFILIATE
OF ABBVIE INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO ABBVIE INC. OR ANY SUBSIDIARY
THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),
TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL BUYER’’ AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR
(F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ABBVIE INC.’S
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 






    	 	A-4-1	 



     


    

 


[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.](2)


 


[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT
IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.](3)


 


[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.](4)


 


(1) Applies to Global Notes only


 


(2) Applies to Rule 144A Notes only


 


(3) Applies to Regulation S Notes only


 


(4) Applies to Notes in definitive form
only


 






    	 	A-4-2	 



     


    

 


ABBVIE INC.


 


3.450% Senior Notes due 2022


 


	No. [●]	$[●]


 


CUSIP No: [●]1


 


ISIN No: [●]2


 


ABBVIE INC., a corporation duly organized and existing under
the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture
and Supplemental Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee
for The Depository Trust Company, or registered assigns, the principal sum of [●] Dollars ($[●]), or such other principal
sum as may be indicated on the Schedule of Exchanges attached hereto, on March 15, 2022, and to pay interest thereon from the most
recent date on which interest has been paid or duly provided for by Allergan Funding SCS (“Allergan”) on the
3.450% Senior Notes due 2022 issued by Allergan that were accepted in the Exchange Offers, semi-annually in arrears on March 15
and September 15 of each year, commencing on September 15, 2020 (each, an “Interest Payment Date”), at the rate of
3.450% per annum, until the principal hereof is paid or made available for payment. Interest payments on this Security will include
interest accrued to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the March 1 and September 1, as the case may be, preceding such Interest Payment Date (whether
or not a Business Day) ; provided, however, that interest payable at maturity of this Note shall be payable to the
persons to whom principal amount shall be payable, subject to DTC’s applicable procedures. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in said Indenture.


 





 






		1	Rule 144A Note CUSIP:	00287YCF4
		 	Regulation S Note CUSIP:	U0029QAZ9



 


		2	Rule 144A Note ISIN:	US00287YCF43
		 	Regulation S Note ISIN:	USU0029QAZ91



 






    	 	A-4-3	 



     


    

 



Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose
in St. Paul, Minnesota, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by (1) check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (2) wire transfer
as directed by the Holder, in immediately available funds to an account maintained by the Depository or its nominee with respect
to a Global Note, and to the Holder or its nominee with respect to a Definitive Note; provided further that in the case of a Definitive
Note (1) the Holder thereof shall have provided written wiring instructions to the Trustee on or before the related Regular
Record Date and (2) if appropriate instructions for any such wire transfer are not received by the related Regular Record
Date, then such payment shall be made by check mailed to the address of the Holder specified in the Security Register.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 






    	 	A-4-4	 



     


    




 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


Dated:           


 


 


	 	ABBVIE INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    	 	A-4-5	 



     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Dated:                


 


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory



 






    	 	A-4-6	 



     


    

 


[FORM OF REVERSE OF SECURITY]


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called
the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and Supplemental Indenture No. 8, dated as of May 14, 2020
(herein called the “Supplemental Indenture”), between the Company and the Trustee, to which Indenture, Supplemental
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities of this series and of
the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof, in an initial aggregate principal amount of $[●].


 


Optional Redemption 


 


At any time prior to the Par Call Date (as
defined below), the Company may redeem some or all of the Securities of this series at its option, in each case at a redemption
price equal to the greater of: (i) 100% of the principal amount of the Securities of this series to be redeemed; and (ii) the sum
of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption
Date) on the Securities of this series to be redeemed discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points.


 


The Company will pay accrued and unpaid
interest on the principal amount of the Securities of this series being redeemed to, but excluding, the Redemption Date.


 


In addition, at any time on or after the
Par Call Date, the Company may redeem some or all of the Securities of this series at its option at a redemption price equal to
100% of the principal amount of the Securities of this series to be redeemed, plus accrued and unpaid interest on the principal
amount of Securities of this series being redeemed to, but excluding, the Redemption Date.


 


If the Company has given notice as provided
in the Indenture and funds for the redemption of any Securities of this series called for redemption have been made available on
the Redemption Date in accordance with the Indenture, such Securities will cease to bear interest on the date fixed for redemption.
Thereafter, the only right of the Holders of such Securities will be to receive payment of the redemption price.


 


The Company will give notice of any optional
redemption, electronically or by mail, to Holders at their addresses, as shown in the Security Register for such Securities, or
as otherwise in accordance with the applicable procedures of DTC, not more than 60 nor less than 15 days prior to the date fixed
for redemption. The notice of redemption will specify, among other items, the Redemption Date, redemption price, the principal
amount of the Securities of this series to be redeemed and the place or places that payment will be made upon surrender of the
Securities of this series to be redeemed. Any redemption or notice of redemption may, at the Company’s discretion, be subject
to one or more conditions precedent, and, at the Company’s discretion, the redemption date may be delayed until such time
as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of
business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt
the Trustee shall provide such notice to each holder of the Securities in the same manner in which the notice of redemption was
given.


 






    	 	A-4-7	 



     


    

 


The Company will notify the Trustee at least
30 days prior to the Redemption Date fixed by the Company (or such shorter period as is satisfactory to the Trustee) of the aggregate
principal amount of the Securities of this series to be redeemed and their Redemption Date. If less than all of the Securities
of this series are to be redeemed at any time, the Trustee shall select, not more than 30 days prior to the Redemption Date, which
Securities or the portion thereof, that are to be redeemed from the outstanding Securities of this series not previously redeemed
by random lot.


 


“Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) if the Company obtains four or more Reference Treasury Dealer Quotations for
such Redemption Date, the average of such Reference Treasury Dealer Quotations, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to
time.


 


“Par Call Date” means
January 15, 2022.


 


“Primary Treasury Dealer”
means a primary United States government securities dealer in the United States of America.


 


“Reference Treasury Dealer”
means (i) each of Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and any of their
respective successors; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealers the Company selects.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
such Redemption Date.


 






    	 	A-4-8	 



     


    

 


“Treasury Rate” means,
with respect to any Redemption Date, (1) the rate per annum equal to the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the remaining term of the Securities of this series to be redeemed, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated and provided to the Trustee in writing on the third Business Day preceding the Redemption Date.


 


Sinking Fund 


 


The Securities of this series do not provide
for a sinking fund.


 


Default 


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Miscellaneous


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture
apply to the Securities of this series.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities at the time Outstanding of any series, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 






    	 	A-4-9	 



     


    

 


No reference herein to the Indenture or
Supplemental Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security
at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
registration of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 9.6 or 11.7 of the Indenture).


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose
name this Security is registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security that are
not defined herein but which are defined in the Indenture and Supplemental Indenture shall have the meanings assigned to them in
the Indenture and Supplemental Indenture.


 


THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


This Security is a Book-Entry Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository.
This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in
the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.


 


*                                        
*                                        
*


 






    	 	A-4-10	 



     


    

 


SCHEDULE OF EXCHANGES


 


The following exchanges, redemptions or
purchases of a part of this Book-Entry Security have been made:


 


	Date of

Exchange/

Redemption/

Repurchase	Amount of

decrease in

Principal Amount

of this Book-Entry

Security	Amount of

increase in

Principal Amount

of this Book-

Entry Security	Principal Amount

of this Book-Entry

Security following

such decrease (or

increase)	Signature of

authorized

signatory of

Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 






    	 	A-4-11	 



     


    

 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


	 
	(Print or type assignee’s name, address and zip code)


 


	 
	(Insert assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint                               
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


 


	Date:	 
	 	 
	Your Signature*:	 
	 	 
	By:	 
	 	 
	Name:	 
	 	 
	Title:	 




 


Sign exactly as your name appears on the
other side of this Security.


 


*Signature Guaranteed:


 


*NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar,
which requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    	 	A-4-12	 



     


    

 


FORM OF TRANSFER CERTIFICATE


 


In connection with any transfer of any of
the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under
the Securities Act (“Rule 144”) after the later of the date of original issuance of such Notes and the last date,
if any, on which such Notes were owned by the Company or any Affiliate (as such term is defined in Rule 144) of the Company,
the undersigned confirms that such Securities are being transferred in accordance with its terms:


 


CHECK
ONE BOX BELOW


 


		(1)	 ̈to the Company; or



 


		(2)	 ̈pursuant to an effective registration statement under the Securities Act; or



 


		(3)	 ̈inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as
defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
with Rule 144A under the Securities Act; or



 


		(4)	 ̈in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or



 


		(5)	 ̈pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available
exemption from the registration requirement of the Securities Act.



 


Unless one of the boxes is checked,
the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the
registered holder thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior
to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has
reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.


 


	 	 
	 	Signature




 






    	 	A-4-13	 



     


    

 


TO BE COMPLETED
BY PURCHASER IF (3) ABOVE IS CHECKED.


 


The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is
aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding
the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it
is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


 


 


	Dated:____________________	Notice: To be executed by an executive officer



 






    	 	A-4-14	 



     


    

 


FORM OF EXCHANGE CERTIFICATE


 


AbbVie Inc.


1 North Waukegan Road


North Chicago, Illinois 60064


 


U.S. Bank National Association


190 South LaSalle Street, 10th Floor


Chicago, IL 60603


Attention: Corporate Trust Services


 


Re: 3.450% Senior Notes due
2022


 


Reference is hereby made to the Indenture,
dated as of November 8, 2012 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as
of November 8, 2012, the Second Supplemental Indenture, dated as of May 14, 2015, the Third Supplemental Indenture, dated as of
May 12, 2016, the Fourth Supplemental Indenture, dated as of November 17, 2016, the Fifth Supplemental Indenture, dated as of September
18, 2018, the Sixth Supplemental Indenture, dated as of September 26, 2019, the Seventh Supplemental Indenture, dated as of November
21, 2019, the Eighth Supplemental Indenture, dated as of May 14, 2020, and the Ninth Supplemental Indenture, dated as of May 14,
2020 (as so supplemented, the “Indenture”), between AbbVie Inc. (the “Company”) and U.S. Bank National
Association, a national banking association, as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


___________ (the “Owner”) owns
and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________
in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that
in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global
Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred
to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB
in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States
of the United States and other jurisdictions.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company and are dated ______________________.


 


	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


Dated: _______________________


 






    	 	A-4-15	 



     


    

 


EXHIBIT A5


 


(FORM OF FACE OF INITIAL NOTE)


 


[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE
TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, TO ABBVIE INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.](1)


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.


 


NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE
OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER
ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME SERIES AND THE LAST DATE ON WHICH ABBVIE INC. OR ANY AFFILIATE
OF ABBVIE INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO ABBVIE INC. OR ANY SUBSIDIARY
THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),
TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL BUYER’’ AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR
(F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ABBVIE INC.’S
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 






    A-5-1


     


    

 


[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.](2)


 


[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT
IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.](3)


 


[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.](4)


 


(1) Applies to Global Notes only


 


(2) Applies to Rule 144A Notes only


 


(3) Applies to Regulation S Notes only


 


(4) Applies to Notes in definitive form
only


 






    A-5-2


     


    

 


ABBVIE INC.


 


3.250% Senior Notes due 2022


 


	No. [●]	$[●]


 


CUSIP No: [●]1


 


ISIN No: [●]2


 


ABBVIE INC., a corporation duly organized and existing under
the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture
and Supplemental Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee
for The Depository Trust Company, or registered assigns, the principal sum of [●] Dollars ($[●]), or such other principal
sum as may be indicated on the Schedule of Exchanges attached hereto, on October 1, 2022, and to pay interest thereon from the
most recent date on which interest has been paid or duly provided for by Allergan Finance, LLC (“Allergan”)
on the 3.250% Senior Notes due 2022 issued by Allergan that were accepted in the Exchange Offers, semi-annually in arrears on April
1 and October 1 of each year, commencing on October 1, 2020 (each, an “Interest Payment Date”), at the rate of 3.250%
per annum, until the principal hereof is paid or made available for payment. Interest payments on this Security will include interest
accrued to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest, which shall be the March 15 and September 15, as the case may be, preceding such Interest Payment Date (whether or not
a Business Day); provided, however, that interest payable at maturity of this Note shall be payable to the persons
to whom principal amount shall be payable, subject to DTC’s applicable procedures. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in said Indenture.


 





 






		1	Rule 144A Note CUSIP: 00287YCG2 

Regulation S Note CUSIP:
U0029QBA3



 


		2	Rule 144A Note ISIN: US00287YCG26 

Regulation S Note ISIN:
USU0029QBA32



 






    A-5-3


     


    

 


Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose
in St. Paul, Minnesota, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by (1) check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (2) wire transfer
as directed by the Holder, in immediately available funds to an account maintained by the Depository or its nominee with respect
to a Global Note, and to the Holder or its nominee with respect to a Definitive Note; provided further that in the case of a Definitive
Note (1) the Holder thereof shall have provided written wiring instructions to the Trustee on or before the related Regular
Record Date and (2) if appropriate instructions for any such wire transfer are not received by the related Regular Record
Date, then such payment shall be made by check mailed to the address of the Holder specified in the Security Register.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 






    A-5-4


     


    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


Dated:


 


 


	 	ABBVIE INC.
	 	 
	 	By:
	 	 	Name:
	 	 	Title:




 






    A-5-5


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Dated:


 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:
	 	 	Authorized Signatory




 






    A-5-6


     


    

 


[FORM OF REVERSE OF SECURITY]


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called
the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and Supplemental Indenture No. 8, dated as of May 14, 2020
(herein called the “Supplemental Indenture”), between the Company and the Trustee, to which Indenture, Supplemental
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities of this series and of
the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof, in an initial aggregate principal amount of $[●].


 


Optional Redemption 


 


At any time prior to the Par Call Date (as
defined below), the Company may redeem some or all of the Securities of this series at its option, in each case at a redemption
price equal to the greater of: (i) 100% of the principal amount of the Securities of this series to be redeemed; and (ii) the sum
of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption
Date) on the Securities of this series to be redeemed discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points.


 


The Company will pay accrued and unpaid
interest on the principal amount of the Securities of this series being redeemed to, but excluding, the Redemption Date.


 


In addition, at any time on or after the
Par Call Date, the Company may redeem some or all of the Securities of this series at its option at a redemption price equal to
100% of the principal amount of the Securities of this series to be redeemed, plus accrued and unpaid interest on the principal
amount of Securities of this series being redeemed to, but excluding, the Redemption Date.


 


If the Company has given notice as provided
in the Indenture and funds for the redemption of any Securities of this series called for redemption have been made available on
the Redemption Date in accordance with the Indenture, such Securities will cease to bear interest on the date fixed for redemption.
Thereafter, the only right of the Holders of such Securities will be to receive payment of the redemption price.


 


The Company will give notice of any optional
redemption, electronically or by mail, to Holders at their addresses, as shown in the Security Register for such Securities, or
as otherwise in accordance with the applicable procedures of DTC, not more than 60 nor less than 15 days prior to the date fixed
for redemption. The notice of redemption will specify, among other items, the Redemption Date, redemption price, the principal
amount of the Securities of this series to be redeemed and the place or places that payment will be made upon surrender of the
Securities of this series to be redeemed. Any redemption or notice of redemption may, at the Company’s discretion, be subject
to one or more conditions precedent, and, at the Company’s discretion, the redemption date may be delayed until such time
as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of
business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt
the Trustee shall provide such notice to each holder of the Securities in the same manner in which the notice of redemption was
given.


 






    A-5-7


     


    

 


The Company will notify the Trustee at least
30 days prior to the Redemption Date fixed by the Company (or such shorter period as is satisfactory to the Trustee) of the aggregate
principal amount of the Securities of this series to be redeemed and their Redemption Date. If less than all of the Securities
of this series are to be redeemed at any time, the Trustee shall select, not more than 30 days prior to the Redemption Date, which
Securities or the portion thereof, that are to be redeemed from the outstanding Securities of this series not previously redeemed
by random lot.


 


“Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) if the Company obtains four or more Reference Treasury Dealer Quotations for
such Redemption Date, the average of such Reference Treasury Dealer Quotations, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to
time.


 


“Par Call Date” means
July 1, 2022.


 


“Primary Treasury Dealer”
means a primary United States government securities dealer in the United States of America.


 


“Reference Treasury Dealer”
means (i) each of Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and any of their
respective successors; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealers the Company selects.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
such Redemption Date.


 






    A-5-8


     


    

 


“Treasury Rate” means,
with respect to any Redemption Date, (1) the rate per annum equal to the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the remaining term of the Securities of this series to be redeemed, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated and provided to the Trustee in writing on the third Business Day preceding the Redemption Date.


 


Sinking Fund 


 


The Securities of this series do not provide
for a sinking fund.


 


Default 


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Miscellaneous


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture
apply to the Securities of this series.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities at the time Outstanding of any series, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 






    A-5-9


     


    

 


No reference herein to the Indenture or
Supplemental Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security
at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
registration of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 9.6 or 11.7 of the Indenture).


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose
name this Security is registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security that are
not defined herein but which are defined in the Indenture and Supplemental Indenture shall have the meanings assigned to them in
the Indenture and Supplemental Indenture.


 


THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


This Security is a Book-Entry Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository.
This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in
the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.


 


*                                        
*                                        
*


 






    A-5-10


     


    

 


SCHEDULE OF EXCHANGES


 


The following exchanges, redemptions or
purchases of a part of this Book-Entry Security have been made:


 


	Date of

Exchange/

Redemption/

Repurchase	Amount of

decrease in

Principal Amount

of this Book-Entry

Security	Amount of

increase in

Principal Amount

of this Book-

Entry Security	Principal Amount

of this Book-Entry

Security following

such decrease (or

increase)	Signature of

authorized

signatory of

Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 






    A-5-11


     


    

 


ASSIGNMENT FORM


 


	To assign this Security, fill in the form below:
	 
	I or we assign and transfer this Security to
	 
	 
	(Print or type assignee’s name, address and zip code)
	 
	 
	 
	(Insert assignee’s soc. sec. or tax I.D. No.)
	 
	and irrevocably appoint                               
    as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.




 


 


	Date:
	 
	Your Signature*:
	 
	By:
	 
	Name:
	 
	Title:




 


Sign exactly as your name appears on the
other side of this Security.


 


 


*Signature Guaranteed:


 


*NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar,
which requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    A-5-12


     


    

 


FORM OF TRANSFER CERTIFICATE


 


In connection with any transfer of any of
the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under
the Securities Act (“Rule 144”) after the later of the date of original issuance of such Notes and the last date,
if any, on which such Notes were owned by the Company or any Affiliate (as such term is defined in Rule 144) of the Company,
the undersigned confirms that such Securities are being transferred in accordance with its terms:


 


CHECK
ONE BOX BELOW


 


		(1)	 ̈ to the Company; or



 


		(2)	 ̈ pursuant to an effective registration
                                                            statement under the Securities Act; or



 


		(3)	 ̈ inside the United States to a person reasonably believed to be a
                                                            “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own
                                                            account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in
                                                            reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or



 


		(4)	 ̈ in an offshore transaction in compliance with Rule 903 or Rule 904 of
                                                            Regulation S under the Securities Act; or



 


		(5)	 ̈ pursuant to the exemption from registration provided by Rule 144 under
                                                            the Securities Act or any other available exemption from the registration requirement of the Securities Act.



 


Unless one of the boxes is checked,
the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the
registered holder thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior
to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has
reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.


 


	 	____________________________________
	 	Signature




 






    A-5-13


     


    

 


TO BE COMPLETED
BY PURCHASER IF (3) ABOVE IS CHECKED.


 


The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is
aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding
the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it
is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


 


	Dated:____________________	Notice: To be executed by an executive officer






 






    A-5-14


     


    

 


FORM OF EXCHANGE CERTIFICATE


 


AbbVie Inc.


1 North Waukegan Road


North Chicago, Illinois 60064


 


U.S. Bank National Association


190 South LaSalle Street, 10th Floor


Chicago, IL 60603


Attention: Corporate Trust Services


 


Re: 3.250% Senior Notes due
2022


 


Reference is hereby made to the Indenture,
dated as of November 8, 2012 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as
of November 8, 2012, the Second Supplemental Indenture, dated as of May 14, 2015, the Third Supplemental Indenture, dated as of
May 12, 2016, the Fourth Supplemental Indenture, dated as of November 17, 2016, the Fifth Supplemental Indenture, dated as of September
18, 2018, the Sixth Supplemental Indenture, dated as of September 26, 2019, the Seventh Supplemental Indenture, dated as of November
21, 2019, the Eighth Supplemental Indenture, dated as of May 14, 2020, and the Ninth Supplemental Indenture, dated as of May 14,
2020 (as so supplemented, the “Indenture”), between AbbVie Inc. (the “Company”) and U.S. Bank National
Association, a national banking association, as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


___________ (the “Owner”) owns
and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________
in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that
in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global
Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred
to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB
in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States
of the United States and other jurisdictions.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company and are dated ______________________.


 


	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


Dated: _______________________


 






    A-5-15


     


    

 


EXHIBIT A6


 


(FORM OF FACE OF INITIAL NOTE)


 


[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE
TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, TO ABBVIE INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.](1)


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.


 


NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE
OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER
ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME SERIES AND THE LAST DATE ON WHICH ABBVIE INC. OR ANY AFFILIATE
OF ABBVIE INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO ABBVIE INC. OR ANY SUBSIDIARY
THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),
TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL BUYER’’ AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR
(F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ABBVIE INC.’S
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 






    A-6-1


     


    

 


[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.](2)


 


[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT
IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.](3)


 


[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.](4)


 


(1) Applies to Global Notes only


 


(2) Applies to Rule 144A Notes only


 


(3) Applies to Regulation S Notes only


 


(4) Applies to Notes in definitive form
only


 






    A-6-2


     


    

 


ABBVIE INC.


 


2.800% Senior Notes due 2023


 


	No. [●]	$[●]


 


CUSIP No: [●]1


 


ISIN No: [●]2


 


ABBVIE INC., a corporation duly organized and existing under
the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture
and Supplemental Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee
for The Depository Trust Company, or registered assigns, the principal sum of [●] Dollars ($[●]), or such other principal
sum as may be indicated on the Schedule of Exchanges attached hereto, on March 15, 2023, and to pay interest thereon from the most
recent date on which interest has been paid or duly provided for by Allergan, Inc. (“Allergan”) on the 2.800%
Senior Notes due 2023 issued by Allergan that were accepted in the Exchange Offers, semi-annually in arrears on March 15 and September
15 of each year, commencing on September 15, 2020 (each, an “Interest Payment Date”), at the rate of 2.800% per annum,
until the principal hereof is paid or made available for payment. Interest payments on this Security will include interest accrued
to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which
shall be the March 1 and September 1, as the case may be, preceding such Interest Payment Date (whether or not a Business Day);
provided, however, that interest payable at maturity of this Note shall be payable to the persons to whom principal
amount shall be payable, subject to DTC’s applicable procedures. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.


 





 






		1	Rule 144A Note CUSIP: 00287YCH0 

Regulation S Note CUSIP:
U0029QBB1



 


		2	Rule 144A Note ISIN: US00287YCH09 

Regulation S Note ISIN:
USU0029QBB15



 






    A-6-3


     


    

 


Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose
in St. Paul, Minnesota, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by (1) check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (2) wire transfer
as directed by the Holder, in immediately available funds to an account maintained by the Depository or its nominee with respect
to a Global Note, and to the Holder or its nominee with respect to a Definitive Note; provided further that in the case of a Definitive
Note (1) the Holder thereof shall have provided written wiring instructions to the Trustee on or before the related Regular
Record Date and (2) if appropriate instructions for any such wire transfer are not received by the related Regular Record
Date, then such payment shall be made by check mailed to the address of the Holder specified in the Security Register.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 






    A-6-4


     


    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


Dated:


 


	 	ABBVIE INC.
	 	 
	 	By:
	 	 	Name:
	 	 	Title:


 






    A-6-5


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Dated:


 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:
	 	 	Authorized Signatory


 






    A-6-6


     


    

 


[FORM OF REVERSE OF SECURITY]


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called
the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and Supplemental Indenture No. 8, dated as of May 14, 2020
(herein called the “Supplemental Indenture”), between the Company and the Trustee, to which Indenture, Supplemental
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities of this series and of
the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof, in an initial aggregate principal amount of $[●].


 


Optional Redemption 


 


At any time prior to the Par Call Date (as
defined below), the Company may redeem some or all of the Securities of this series at its option, in each case at a redemption
price equal to the greater of: (i) 100% of the principal amount of the Securities of this series to be redeemed; and (ii) the sum
of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption
Date) on the Securities of this series to be redeemed discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points.


 


The Company will pay accrued and unpaid
interest on the principal amount of the Securities of this series being redeemed to, but excluding, the Redemption Date.


 


In addition, at any time on or after the
Par Call Date, the Company may redeem some or all of the Securities of this series at its option at a redemption price equal to
100% of the principal amount of the Securities of this series to be redeemed, plus accrued and unpaid interest on the principal
amount of Securities of this series being redeemed to, but excluding, the Redemption Date.


 


If the Company has given notice as provided
in the Indenture and funds for the redemption of any Securities of this series called for redemption have been made available on
the Redemption Date in accordance with the Indenture, such Securities will cease to bear interest on the date fixed for redemption.
Thereafter, the only right of the Holders of such Securities will be to receive payment of the redemption price.


 


The Company will give notice of any optional
redemption, electronically or by mail, to Holders at their addresses, as shown in the Security Register for such Securities, or
as otherwise in accordance with the applicable procedures of DTC, not more than 60 nor less than 30 days prior to the date fixed
for redemption. The notice of redemption will specify, among other items, the Redemption Date, redemption price, the principal
amount of the Securities of this series to be redeemed and the place or places that payment will be made upon surrender of the
Securities of this series to be redeemed. Any redemption or notice of redemption may, at the Company’s discretion, be subject
to one or more conditions precedent, and, at the Company’s discretion, the redemption date may be delayed until such time
as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of
business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt
the Trustee shall provide such notice to each holder of the Securities in the same manner in which the notice of redemption was
given.


 






    A-6-7


     


    

 


The Company will notify the Trustee at least
45 days prior to the Redemption Date fixed by the Company (or such shorter period as is satisfactory to the Trustee) of the aggregate
principal amount of the Securities of this series to be redeemed and their Redemption Date. If less than all of the Securities
of this series are to be redeemed at any time, the Trustee shall select, not more than 45 days prior to the Redemption Date, which
Securities or the portion thereof, that are to be redeemed from the outstanding Securities of this series not previously redeemed
by random lot.


 


“Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) if the Company obtains four or more Reference Treasury Dealer Quotations for
such Redemption Date, the average of such Reference Treasury Dealer Quotations, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to
time.


 


“Par Call Date” means
December 15, 2022.


 


“Primary Treasury Dealer”
means a primary United States government securities dealer in the United States of America.


 


“Reference Treasury Dealer”
means (i) each of Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and any of their
respective successors; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealers the Company selects.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
such Redemption Date.


 






    A-6-8


     


    

 


“Treasury Rate” means,
with respect to any Redemption Date, (1) the rate per annum equal to the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the remaining term of the Securities of this series to be redeemed, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated and provided to the Trustee in writing on the third Business Day preceding the Redemption Date.


 


Sinking Fund 


 


The Securities of this series do not provide
for a sinking fund.


 


Default 


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Miscellaneous


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture
apply to the Securities of this series.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities at the time Outstanding of any series, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 






    A-6-9


     


    

 


No reference herein to the Indenture or
Supplemental Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security
at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
registration of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 9.6 or 11.7 of the Indenture).


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose
name this Security is registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security that are
not defined herein but which are defined in the Indenture and Supplemental Indenture shall have the meanings assigned to them in
the Indenture and Supplemental Indenture.


 


THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


This Security is a Book-Entry Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository.
This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in
the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.


 


*                                        
*                                        
*


 






    A-6-10


     


    

 


SCHEDULE OF EXCHANGES


 


The following exchanges, redemptions or
purchases of a part of this Book-Entry Security have been made:


 


	Date of

Exchange/

Redemption/

Repurchase	Amount of

decrease in

Principal Amount

of this Book-Entry

Security	Amount of

increase in

Principal Amount

of this Book-

Entry Security	Principal Amount

of this Book-Entry

Security following

such decrease (or

increase)	Signature of

authorized

signatory of

Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 






    A-6-11


     


    

 


ASSIGNMENT FORM


 


	To assign this Security, fill in the form below:
	 
	I or we assign and transfer this Security to
	 
	 
	(Print or type assignee’s name, address and zip code)
	 
	 
	 
	(Insert assignee’s soc. sec. or tax I.D. No.)
	 
	and irrevocably appoint                               
    as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.




 


 


	Date:
	 
	Your Signature*:
	 
	By:
	 
	Name:
	 
	Title:




 


Sign exactly as your name appears on the
other side of this Security.


 


*Signature Guaranteed:


 


*NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar,
which requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    A-6-12


     


    

 


FORM OF TRANSFER CERTIFICATE


 


In connection with any transfer of any of
the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under
the Securities Act (“Rule 144”) after the later of the date of original issuance of such Notes and the last date,
if any, on which such Notes were owned by the Company or any Affiliate (as such term is defined in Rule 144) of the Company,
the undersigned confirms that such Securities are being transferred in accordance with its terms:


 


CHECK
ONE BOX BELOW


 


		(1)	 ̈ to the Company; or



 


		(2)	 ̈ pursuant to an effective registration
                                                            statement under the Securities Act; or



 


		(3)	 ̈ inside the United States to a person reasonably believed to be a
                                                            “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own
                                                            account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in
                                                            reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or



 


		(4)	 ̈ in an offshore transaction in compliance with Rule 903 or Rule 904 of
                                                            Regulation S under the Securities Act; or



 


		(5)	 ̈ pursuant to the exemption from registration provided by Rule 144 under
                                                            the Securities Act or any other available exemption from the registration requirement of the Securities Act.



 


Unless one of the boxes is checked,
the Trustee shall refuse to register any of the Securities evidenced by this certificate in the name of any person other than the
registered holder thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior
to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has
reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.


 





	 	____________________________________
	 	Signature


 






    A-6-13


     


    

 


TO BE COMPLETED
BY PURCHASER IF (3) ABOVE IS CHECKED.


 


The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is
aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding
the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it
is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


 


	Dated:____________________	Notice: To be executed by an executive officer






 






    A-6-14


     


    

 


FORM OF EXCHANGE CERTIFICATE


 


AbbVie Inc.


1 North Waukegan Road


North Chicago, Illinois 60064


 


U.S. Bank National Association


190 South LaSalle Street, 10th Floor


Chicago, IL 60603


Attention: Corporate Trust Services


 


Re: 2.800% Senior Notes due
2023


 


Reference is hereby made to the Indenture,
dated as of November 8, 2012 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as
of November 8, 2012, the Second Supplemental Indenture, dated as of May 14, 2015, the Third Supplemental Indenture, dated as of
May 12, 2016, the Fourth Supplemental Indenture, dated as of November 17, 2016, the Fifth Supplemental Indenture, dated as of September
18, 2018, the Sixth Supplemental Indenture, dated as of September 26, 2019, the Seventh Supplemental Indenture, dated as of November
21, 2019, the Eighth Supplemental Indenture, dated as of May 14, 2020, and the Ninth Supplemental Indenture, dated as of May 14,
2020 (as so supplemented, the “Indenture”), between AbbVie Inc. (the “Company”) and U.S. Bank National
Association, a national banking association, as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


___________ (the “Owner”) owns
and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________
in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that
in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global
Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred
to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB
in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States
of the United States and other jurisdictions.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company and are dated ______________________.


 





	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______________________


 






    A-6-15


     


    

 


EXHIBIT A7


 


(FORM OF FACE OF INITIAL NOTE)


 


[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE
AND THE TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, TO ABBVIE INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.](1)


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.


 


NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40
DAYS] AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME
SERIES AND THE LAST DATE ON WHICH ABBVIE INC. OR ANY AFFILIATE OF ABBVIE INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH SECURITY), ONLY (A) TO ABBVIE INC. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL
BUYER’’ AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT
IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ABBVIE INC.’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE.


 






    A-7-1


     


    

 


[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.](2)


 


[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT
IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.](3)


 


[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.](4)


 


(1) Applies to Global Notes only


 


(2) Applies to Rule 144A Notes
only


 


(3) Applies to Regulation S Notes
only


 


(4) Applies to Notes in definitive
form only


 






    A-7-2


     


    

 


ABBVIE INC.


 


3.850% Senior Notes due 2024


 


	No. [●]	$[●]


 


CUSIP No: [●]1


 


ISIN No: [●]2


 


ABBVIE INC., a corporation duly organized and existing under
the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture
and Supplemental Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee
for The Depository Trust Company, or registered assigns, the principal sum of [●] Dollars ($[●]), or such other principal
sum as may be indicated on the Schedule of Exchanges attached hereto, on June 15, 2024, and to pay interest thereon from the
most recent date on which interest has been paid or duly provided for by Allergan Funding SCS (“Allergan”) on
the 3.850% Senior Notes due 2024 issued by Allergan that were accepted in the Exchange Offers, semi-annually in arrears on June 15
and December 15 of each year, commencing on June 15, 2020 (each, an “Interest Payment Date”), at the rate
of 3.850% per annum, until the principal hereof is paid or made available for payment. Interest payments on this Security will
include interest accrued to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the June 1 and December 1, as the case may be, preceding such Interest Payment
Date (whether or not a Business Day); provided, however, that interest payable at maturity of this Note shall be
payable to the persons to whom principal amount shall be payable, subject to DTC’s applicable procedures. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


 





 













1
   Rule 144A Note CUSIP: 00287YCJ6


      Regulation S Note CUSIP:U0029QBC9


 


2
   Rule 144A Note ISIN: US00287YCJ64


      Regulation S Note ISIN:USU0029QBC97




 






    A-7-3


     


    

 


Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose
in St. Paul, Minnesota, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by (1) check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (2) wire transfer
as directed by the Holder, in immediately available funds to an account maintained by the Depository or its nominee with respect
to a Global Note, and to the Holder or its nominee with respect to a Definitive Note; provided further that in the case of a Definitive
Note (1) the Holder thereof shall have provided written wiring instructions to the Trustee on or before the related Regular
Record Date and (2) if appropriate instructions for any such wire transfer are not received by the related Regular Record
Date, then such payment shall be made by check mailed to the address of the Holder specified in the Security Register.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 






    A-7-4


     


    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


Dated:


 


	 	ABBVIE INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    A-7-5


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Dated:


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	     as Trustee
	 	 
	 	By:
	 	 	Authorized Signatory




 









    A-7-6


     


    

 


[FORM OF REVERSE OF SECURITY]


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called
the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and Supplemental Indenture No. 8, dated as of May 14,
2020 (herein called the “Supplemental Indenture”), between the Company and the Trustee, to which Indenture,
Supplemental Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities of this series
and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, in an initial aggregate principal amount of $[●].


 


Optional Redemption


 


At any time prior to the Par Call Date (as
defined below), the Company may redeem some or all of the Securities of this series at its option, in each case at a redemption
price equal to the greater of: (i) 100% of the principal amount of the Securities of this series to be redeemed; and (ii) the
sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption
Date) on the Securities of this series to be redeemed discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the then current Treasury Rate plus 20 basis points.


 


The Company will pay accrued and unpaid
interest on the principal amount of the Securities of this series being redeemed to, but excluding, the Redemption Date.


 


In addition, at any time on or after the
Par Call Date, the Company may redeem some or all of the Securities of this series at its option at a redemption price equal to
100% of the principal amount of the Securities of this series to be redeemed, plus accrued and unpaid interest on the principal
amount of Securities of this series being redeemed to, but excluding, the Redemption Date.


 


If the Company has given notice as provided
in the Indenture and funds for the redemption of any Securities of this series called for redemption have been made available on
the Redemption Date in accordance with the Indenture, such Securities will cease to bear interest on the date fixed for redemption.
Thereafter, the only right of the Holders of such Securities will be to receive payment of the redemption price.


 


The Company will give notice of any optional
redemption, electronically or by mail, to Holders at their addresses, as shown in the Security Register for such Securities, or
as otherwise in accordance with the applicable procedures of DTC, not more than 60 nor less than 15 days prior to the date fixed
for redemption. The notice of redemption will specify, among other items, the Redemption Date, redemption price, the principal
amount of the Securities of this series to be redeemed and the place or places that payment will be made upon surrender of the
Securities of this series to be redeemed. Any redemption or notice of redemption may, at the Company’s discretion, be subject
to one or more conditions precedent, and, at the Company’s discretion, the redemption date may be delayed until such time
as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of
business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt
the Trustee shall provide such notice to each holder of the Securities in the same manner in which the notice of redemption was
given.


 






    A-7-7


     


    

 


The Company will notify the Trustee at least
30 days prior to the Redemption Date fixed by the Company (or such shorter period as is satisfactory to the Trustee) of the aggregate
principal amount of the Securities of this series to be redeemed and their Redemption Date. If less than all of the Securities
of this series are to be redeemed at any time, the Trustee shall select, not more than 30 days prior to the Redemption Date, which
Securities or the portion thereof, that are to be redeemed from the outstanding Securities of this series not previously redeemed
by random lot.


 


“Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) if the Company obtains four or more Reference Treasury Dealer Quotations for
such Redemption Date, the average of such Reference Treasury Dealer Quotations, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to
time.


 


“Par Call Date” means
March 15, 2024.


 


“Primary Treasury Dealer”
means a primary United States government securities dealer in the United States of America.


 


“Reference Treasury Dealer”
means (i) each of Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and any of
their respective successors; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealers the Company selects.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
such Redemption Date.


 






    A-7-8


     


    

 


“Treasury Rate” means,
with respect to any Redemption Date, (1) the rate per annum equal to the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the remaining term of the Securities of this series to be redeemed, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated and provided to the Trustee in writing on the third Business Day preceding the Redemption Date.


 


Sinking Fund


 


The Securities of this series do not provide
for a sinking fund.


 


Default


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Miscellaneous


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture
apply to the Securities of this series.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities at the time Outstanding of any series, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 






    A-7-9


     


    

 


No reference herein to the Indenture or
Supplemental Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security
at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
registration of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 9.6 or 11.7 of the
Indenture).


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose
name this Security is registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security that are
not defined herein but which are defined in the Indenture and Supplemental Indenture shall have the meanings assigned to them in
the Indenture and Supplemental Indenture.


 


THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


This Security is a Book-Entry Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository.
This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in
the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.


 


*                                        
*                                        
*

  






    A-7-10


     


    

 


SCHEDULE OF EXCHANGES


 


The following exchanges, redemptions or
purchases of a part of this Book-Entry Security have been made:


 


	Date of

Exchange/

Redemption/

Repurchase	Amount of

decrease in

Principal Amount

of this Book-

Entry

Security	Amount of

increase in

Principal Amount

of this Book-

Entry Security	Principal Amount

of this Book-

Entry

Security following

such decrease (or

increase)	Signature of

authorized

signatory of

Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





 






    A-7-11


     


    

 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


	 
	(Print or type assignee’s name, address and zip code)


 


	 
	(Insert assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint                               
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


	Date:
	 
	Your Signature*:
	 
	By:
	 
	Name:
	 
	Title:




 


Sign exactly as your name appears on the
other side of this Security.


 


*Signature Guaranteed:


 


*NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar,
which requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    	 	A-7-13	 



     


    

 


FORM OF TRANSFER CERTIFICATE


 


In connection with any transfer of any of the Securities evidenced
by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate (as such term is defined in Rule 144) of the Company, the undersigned confirms that such Securities
are being transferred in accordance with its terms:


 


CHECK
ONE BOX BELOW


 


	(1)	 ̈to the Company; or



 


	(2)	 ̈pursuant to an effective registration statement under the Securities Act; or



 


	(3)	 ̈inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as
defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
with Rule 144A under the Securities Act; or



 


	(4)	 ̈in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities
Act; or



 


	(5)	 ̈pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available
exemption from the registration requirement of the Securities Act.



 


Unless one of the boxes is checked, the Trustee shall
refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering
any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested
to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


	 	 
	 	Signature




 






    	 	A-7-14	 



     


    

 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and
is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	Dated:______________________	Notice: To be executed by an executive officer



 






    	 	A-7-15	 



     


    

 


FORM OF EXCHANGE CERTIFICATE


 


AbbVie Inc.


1 North Waukegan Road


North Chicago, Illinois 60064


 


U.S. Bank National Association


190 South LaSalle Street, 10th Floor


Chicago, IL 60603


Attention: Corporate Trust Services


 


Re: 3.850% Senior Notes due
2024


 


Reference is hereby made to the Indenture,
dated as of November 8, 2012 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated
as of November 8, 2012, the Second Supplemental Indenture, dated as of May 14, 2015, the Third Supplemental Indenture,
dated as of May 12, 2016, the Fourth Supplemental Indenture, dated as of November 17, 2016, the Fifth Supplemental Indenture,
dated as of September 18, 2018, the Sixth Supplemental Indenture, dated as of September 26, 2019, the Seventh Supplemental
Indenture, dated as of November 21, 2019, the Eighth Supplemental Indenture, dated as of May 14, 2020, and the Ninth
Supplemental Indenture, dated as of May 14, 2020 (as so supplemented, the “Indenture”), between AbbVie Inc. (the
 “Company”) and U.S. Bank National Association, a national banking association, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.


 


___________ (the “Owner”) owns
and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________
in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that
in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global
Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred
to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account
of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities
laws of the States of the United States and other jurisdictions.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company and are dated ______________________.


 


	 	[Insert Name of Transferor]
	 	 




		By:	
	 	 	Name:
	 	 	Title:



 


Dated: _______________________


 






    	 	A-7-16	 



     


    




 


EXHIBIT A8


 


(FORM OF FACE OF INITIAL NOTE)


 


[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE
AND THE TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, TO ABBVIE INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.](1)


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.


 


NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40
DAYS] AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME
SERIES AND THE LAST DATE ON WHICH ABBVIE INC. OR ANY AFFILIATE OF ABBVIE INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH SECURITY), ONLY (A) TO ABBVIE INC. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL
BUYER’’ AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT
IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ABBVIE INC.’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE.


 






    	 	A-8-1	 



     


    

 


[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.](2)


 


[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT
IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.](3)


 


[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.](4)


 


(1) Applies to Global Notes only


 


(2) Applies to Rule 144A Notes
only


 


(3) Applies to Regulation S Notes
only


 


(4) Applies to Notes in definitive
form only


 






    	 	A-8-2	 



     


    

 


ABBVIE INC.


 


3.800% Senior Notes due 2025


 


	No. [●]	$[●]


 


CUSIP No: [●]1


 


ISIN No: [●]2


 


ABBVIE INC., a corporation duly organized and existing under
the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture
and Supplemental Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee
for The Depository Trust Company, or registered assigns, the principal sum of [●] Dollars ($[●]), or such other principal
sum as may be indicated on the Schedule of Exchanges attached hereto, on March 15, 2025, and to pay interest thereon from
the most recent date on which interest has been paid or duly provided for by Allergan Funding SCS (“Allergan”)
on the 3.800% Senior Notes due 2025 issued by Allergan that were accepted in the Exchange Offers, semi-annually in arrears on March 15
and September 15 of each year, commencing on September 15, 2020 (each, an “Interest Payment Date”), at the
rate of 3.800% per annum, until the principal hereof is paid or made available for payment. Interest payments on this Security
will include interest accrued to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the March 1 and September 1, as the case may be, preceding such Interest
Payment Date (whether or not a Business Day); provided, however, that interest payable at maturity of this Note shall
be payable to the persons to whom principal amount shall be payable, subject to DTC’s applicable procedures. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


 


Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose
in St. Paul, Minnesota, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by (1) check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (2) wire transfer
as directed by the Holder, in immediately available funds to an account maintained by the Depository or its nominee with respect
to a Global Note, and to the Holder or its nominee with respect to a Definitive Note; provided further that in the case of a Definitive
Note (1) the Holder thereof shall have provided written wiring instructions to the Trustee on or before the related Regular
Record Date and (2) if appropriate instructions for any such wire transfer are not received by the related Regular Record
Date, then such payment shall be made by check mailed to the address of the Holder specified in the Security Register.


 





 





	1	 	Rule 144A Note CUSIP:	 	00287YDC0
	 	 	Regulation S Note CUSIP:	 	U0029QBH8
	 	 	 	 	 
	2	 	Rule 144A Note ISIN:	 	US00287YDC03
	 	 	Regulation S Note ISIN:	 	USU0029QBH84



 








    	 	A-8-3	 



     


    

 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 






    	 	A-8-4	 



     


    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


	Dated:




	 	 
	 	ABBVIE INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    	 	A-8-5	 



     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Dated:





	 	 
	 	U.S.
BANK NATIONAL ASSOCIATION,as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory



 






    	 	A-8-6	 



     


    

 











[FORM OF REVERSE OF SECURITY]


 





This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called
the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and Supplemental Indenture No. 8, dated as of May 14,
2020 (herein called the “Supplemental Indenture”), between the Company and the Trustee, to which Indenture,
Supplemental Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities of this series
and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, in an initial aggregate principal amount of $[●].


 


Optional Redemption


 


At any time prior to the Par Call Date (as
defined below), the Company may redeem some or all of the Securities of this series at its option, in each case at a redemption
price equal to the greater of: (i) 100% of the principal amount of the Securities of this series to be redeemed; and (ii) the
sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption
Date) on the Securities of this series to be redeemed discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.


 


The Company will pay accrued and unpaid
interest on the principal amount of the Securities of this series being redeemed to, but excluding, the Redemption Date.


 


In addition, at any time on or after the
Par Call Date, the Company may redeem some or all of the Securities of this series at its option at a redemption price equal to
100% of the principal amount of the Securities of this series to be redeemed, plus accrued and unpaid interest on the principal
amount of Securities of this series being redeemed to, but excluding, the Redemption Date.


 


If the Company has given notice as provided
in the Indenture and funds for the redemption of any Securities of this series called for redemption have been made available on
the Redemption Date in accordance with the Indenture, such Securities will cease to bear interest on the date fixed for redemption.
Thereafter, the only right of the Holders of such Securities will be to receive payment of the redemption price.


 


The Company will give notice of any optional
redemption, electronically or by mail, to Holders at their addresses, as shown in the Security Register for such Securities, or
as otherwise in accordance with the applicable procedures of DTC, not more than 60 nor less than 15 days prior to the date fixed
for redemption. The notice of redemption will specify, among other items, the Redemption Date, redemption price, the principal
amount of the Securities of this series to be redeemed and the place or places that payment will be made upon surrender of the
Securities of this series to be redeemed. Any redemption or notice of redemption may, at the Company’s discretion, be subject
to one or more conditions precedent, and, at the Company’s discretion, the redemption date may be delayed until such time
as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of
business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt
the Trustee shall provide such notice to each holder of the Securities in the same manner in which the notice of redemption was
given.


 






    	 	A-8-7	 



     


    

 


The Company will notify the Trustee at least
30 days prior to the Redemption Date fixed by the Company (or such shorter period as is satisfactory to the Trustee) of the aggregate
principal amount of the Securities of this series to be redeemed and their Redemption Date. If less than all of the Securities
of this series are to be redeemed at any time, the Trustee shall select, not more than 30 days prior to the Redemption Date, which
Securities or the portion thereof, that are to be redeemed from the outstanding Securities of this series not previously redeemed
by random lot.


 


“Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) if the Company obtains four or more Reference Treasury Dealer Quotations for
such Redemption Date, the average of such Reference Treasury Dealer Quotations, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to
time.


 


“Par Call Date” means
December 15, 2024.


 


“Primary Treasury Dealer”
means a primary United States government securities dealer in the United States of America.


 


“Reference Treasury Dealer”
means (i) each of Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and any of
their respective successors; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealers the Company selects.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
such Redemption Date.


 






    	 	A-8-8	 



     


    

 


“Treasury Rate” means,
with respect to any Redemption Date, (1) the rate per annum equal to the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the remaining term of the Securities of this series to be redeemed, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated and provided to the Trustee in writing on the third Business Day preceding the Redemption Date.


 


Sinking Fund


 


The Securities of this series do not provide
for a sinking fund.


 


Default


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Miscellaneous


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture
apply to the Securities of this series.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities at the time Outstanding of any series, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 






    	 	A-8-9	 



     


    

 


No reference herein to the Indenture or
Supplemental Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security
at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
registration of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 9.6 or 11.7 of the
Indenture).


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose
name this Security is registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security that are
not defined herein but which are defined in the Indenture and Supplemental Indenture shall have the meanings assigned to them in
the Indenture and Supplemental Indenture.


 


THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


This Security is a Book-Entry Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository.
This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in
the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.


 


*                                        
*                                        
*


 






    	 	A-8-10	 



     


    

 


 


SCHEDULE OF EXCHANGES


 


The following exchanges, redemptions or
purchases of a part of this Book-Entry Security have been made:


 


	Date of

Exchange/

Redemption/

Repurchase	Amount of

decrease in

Principal Amount

of this Book-Entry

Security	Amount of

increase in

Principal Amount

of this Book-

Entry Security	Principal Amount

of this Book-Entry

Security following

such decrease (or

increase)	Signature of

authorized

signatory of

Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 






    	 	A-8-11	 



     


    

 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


	 
	(Print or type assignee’s name, address and zip code)


 


	 
	(Insert assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint                               
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


	Date:
	 
	Your Signature*:
	 
	By:
	 
	Name:
	 
	Title:




 


Sign exactly as your name appears on the
other side of this Security.


 


*Signature Guaranteed:


 


*NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar,
which requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    	 	A-8-12	 



     


    

 


FORM OF TRANSFER CERTIFICATE


 


In connection with any transfer of any of the Securities evidenced
by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate (as such term is defined in Rule 144) of the Company, the undersigned confirms that such Securities
are being transferred in accordance with its terms:


 


CHECK
ONE BOX BELOW


 


	(1)	 ̈to the Company; or



 


	(2)	 ̈pursuant to an effective registration statement under the Securities Act; or



 


	(3)	 ̈inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as
defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
with Rule 144A under the Securities Act; or



 


	(4)	 ̈in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities
Act; or



 


	(5)	 ̈pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available
exemption from the registration requirement of the Securities Act.



 


Unless one of the boxes is checked, the Trustee shall
refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering
any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested
to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


	 	 
	 	Signature




 



    	 	A-8-13	 



     


    




 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and
is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	Dated:____________________	Notice: To be executed by an executive officer



 






    	 	A-8-14	 



     


    

 


FORM OF EXCHANGE CERTIFICATE


 


AbbVie Inc.


1 North Waukegan Road


North Chicago, Illinois 60064


 


U.S. Bank National Association


190 South LaSalle Street, 10th Floor


Chicago, IL 60603


Attention: Corporate Trust Services


 


Re: 3.800% Senior Notes due
2025


 


Reference is hereby made to the Indenture,
dated as of November 8, 2012 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated
as of November 8, 2012, the Second Supplemental Indenture, dated as of May 14, 2015, the Third Supplemental Indenture,
dated as of May 12, 2016, the Fourth Supplemental Indenture, dated as of November 17, 2016, the Fifth Supplemental Indenture,
dated as of September 18, 2018, the Sixth Supplemental Indenture, dated as of September 26, 2019, the Seventh Supplemental
Indenture, dated as of November 21, 2019, the Eighth Supplemental Indenture, dated as of May 14, 2020, and the Ninth
Supplemental Indenture, dated as of May 14, 2020 (as so supplemented, the “Indenture”), between AbbVie Inc. (the
 “Company”) and U.S. Bank National Association, a national banking association, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.


 


___________ (the “Owner”) owns
and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________
in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that
in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global
Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred
to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account
of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities
laws of the States of the United States and other jurisdictions.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company and are dated ______________________.


 





	 	[Insert Name of Transferor]
	 	 




		By:	
	 	 	Name:
	 	 	Title:



 


Dated: _______________________


 






    	 	A-8-15	 



     


    

 


EXHIBIT A9


 


(FORM OF FACE OF INITIAL NOTE)


 


[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE
AND THE TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, TO ABBVIE INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.](1)


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.


 


NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40
DAYS] AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME
SERIES AND THE LAST DATE ON WHICH ABBVIE INC. OR ANY AFFILIATE OF ABBVIE INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH SECURITY), ONLY (A) TO ABBVIE INC. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL
BUYER’’ AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT
IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ABBVIE INC.’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE.


 



    	 	A-9-1	 



     


    




















 


[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.](2)


 


[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT
IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.](3)


 


[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.](4)


 


(1) Applies to Global Notes only


 


(2) Applies to Rule 144A Notes
only


 


(3) Applies to Regulation S Notes
only


 


(4) Applies to Notes in definitive
form only


 



    	 	A-9-2	 



     


    

 


ABBVIE INC.


 


4.550% Senior Notes due 2035


 


	No. [●]	$[●]


 


CUSIP No: [●]1


 


ISIN No: [●]2


 


ABBVIE INC., a corporation duly organized and existing under
the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture
and Supplemental Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee
for The Depository Trust Company, or registered assigns, the principal sum of [●] Dollars ($[●]), or such other principal
sum as may be indicated on the Schedule of Exchanges attached hereto, on March 15, 2035, and to pay interest thereon from
the most recent date on which interest has been paid or duly provided for by Allergan Funding SCS (“Allergan”)
on the 4.550% Senior Notes due 2035 issued by Allergan that were accepted in the Exchange Offers, semi-annually in arrears on March 15
and September 15 of each year, commencing on September 15, 2020 (each, an “Interest Payment Date”), at the
rate of 4.550% per annum, until the principal hereof is paid or made available for payment. Interest payments on this Security
will include interest accrued to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the March 1 and September 1, as the case may be, preceding such Interest
Payment Date (whether or not a Business Day); provided, however, that interest payable at maturity of this Note shall
be payable to the persons to whom principal amount shall be payable, subject to DTC’s applicable procedures. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


 



    	 	A-9-3	 



     


    

 





Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose
in St. Paul, Minnesota, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by (1) check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (2) wire transfer
as directed by the Holder, in immediately available funds to an account maintained by the Depository or its nominee with respect
to a Global Note, and to the Holder or its nominee with respect to a Definitive Note; provided further that in the case of a Definitive
Note (1) the Holder thereof shall have provided written wiring instructions to the Trustee on or before the related Regular
Record Date and (2) if appropriate instructions for any such wire transfer are not received by the related Regular Record
Date, then such payment shall be made by check mailed to the address of the Holder specified in the Security Register.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 


 






	1	Rule 144A Note CUSIP: 	00287YCK3	 
	 	Regulation S Note CUSIP:	U0029QBD7	 
	 	 	 	 
	2 	Rule 144A Note ISIN: 	US00287YCK38	 
	 	Regulation S Note ISIN:	USU0029QBD70	 





 






    	 	A-9-4	 



     


    

 





IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


Dated:


 





	 	ABBVIE INC.
	 	 
		By:
	 	 	Name:
	 	 	Title:




 






    	 	A-9-5	 



     


    

 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 





This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Dated:


 





	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	as Trustee







 





	 	By:
	 	 	Authorized Signatory


 






    	 	A-9-6	 



     


    

 


[FORM OF REVERSE OF SECURITY]


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called
the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and Supplemental Indenture No. 8, dated as of May 14,
2020 (herein called the “Supplemental Indenture”), between the Company and the Trustee, to which Indenture,
Supplemental Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities of this series
and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, in an initial aggregate principal amount of $[●].


 


Optional Redemption


 


At any time prior to the Par Call Date (as
defined below), the Company may redeem some or all of the Securities of this series at its option, in each case at a redemption
price equal to the greater of: (i) 100% of the principal amount of the Securities of this series to be redeemed; and (ii) the
sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption
Date) on the Securities of this series to be redeemed discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.


 


The Company will pay accrued and unpaid
interest on the principal amount of the Securities of this series being redeemed to, but excluding, the Redemption Date.


 


In addition, at any time on or after the
Par Call Date, the Company may redeem some or all of the Securities of this series at its option at a redemption price equal to
100% of the principal amount of the Securities of this series to be redeemed, plus accrued and unpaid interest on the principal
amount of Securities of this series being redeemed to, but excluding, the Redemption Date.


 


If the Company has given notice as provided
in the Indenture and funds for the redemption of any Securities of this series called for redemption have been made available on
the Redemption Date in accordance with the Indenture, such Securities will cease to bear interest on the date fixed for redemption.
Thereafter, the only right of the Holders of such Securities will be to receive payment of the redemption price.


 


The Company will give notice of any optional
redemption, electronically or by mail, to Holders at their addresses, as shown in the Security Register for such Securities, or
as otherwise in accordance with the applicable procedures of DTC, not more than 60 nor less than 15 days prior to the date fixed
for redemption. The notice of redemption will specify, among other items, the Redemption Date, redemption price, the principal
amount of the Securities of this series to be redeemed and the place or places that payment will be made upon surrender of the
Securities of this series to be redeemed. Any redemption or notice of redemption may, at the Company’s discretion, be subject
to one or more conditions precedent, and, at the Company’s discretion, the redemption date may be delayed until such time
as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of
business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt
the Trustee shall provide such notice to each holder of the Securities in the same manner in which the notice of redemption was
given.


 



    	 	A-9-7	 



     


    

 





The Company will notify the Trustee at least
30 days prior to the Redemption Date fixed by the Company (or such shorter period as is satisfactory to the Trustee) of the aggregate
principal amount of the Securities of this series to be redeemed and their Redemption Date. If less than all of the Securities
of this series are to be redeemed at any time, the Trustee shall select, not more than 30 days prior to the Redemption Date, which
Securities or the portion thereof, that are to be redeemed from the outstanding Securities of this series not previously redeemed
by random lot.


 


“Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) if the Company obtains four or more Reference Treasury Dealer Quotations for
such Redemption Date, the average of such Reference Treasury Dealer Quotations, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to
time.


 


“Par Call Date” means
September 15, 2034.


 


“Primary Treasury Dealer”
means a primary United States government securities dealer in the United States of America.


 


“Reference Treasury Dealer”
means (i) each of Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and any of
their respective successors; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealers the Company selects.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
such Redemption Date.


 






    	 	A-9-8	 



     


    

 


“Treasury Rate” means,
with respect to any Redemption Date, (1) the rate per annum equal to the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the remaining term of the Securities of this series to be redeemed, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated and provided to the Trustee in writing on the third Business Day preceding the Redemption Date.


 


Sinking Fund


 


The Securities of this series do not provide
for a sinking fund.


 


Default


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Miscellaneous


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture
apply to the Securities of this series.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities at the time Outstanding of any series, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 



    	 	A-9-9	 



     


    

 


No reference herein to the Indenture or
Supplemental Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security
at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
registration of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 9.6 or 11.7 of the
Indenture).


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose
name this Security is registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security that are
not defined herein but which are defined in the Indenture and Supplemental Indenture shall have the meanings assigned to them in
the Indenture and Supplemental Indenture.


 


THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


This Security is a Book-Entry Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository.
This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in
the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.


 


*                                        
*                                        
*




 



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SCHEDULE OF EXCHANGES


 


The following exchanges, redemptions or
purchases of a part of this Book-Entry Security have been made:


 


	Date of

Exchange/

Redemption/

Repurchase	Amount of

decrease in

Principal Amount

of this Book-Entry

Security	Amount of

increase in

Principal Amount

of this Book-

Entry Security	Principal Amount

of this Book-Entry

Security following

such decrease (or

increase)	Signature of

authorized

signatory of

Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 






    	 	A-9-11	 



     


    




 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


	 
	(Print or type assignee’s name, address and zip code)


 


	 
	(Insert assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint                               
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


Date:


 


Your Signature*:


 


By:


 


Name:


 


Title:


 


Sign exactly as your name appears on the
other side of this Security.


 


*Signature Guaranteed:


 


*NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security
Registrar, which requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    	 	A-9-12	 



     


    

 


FORM OF TRANSFER CERTIFICATE


 


In connection with any transfer of any of the Securities evidenced
by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate (as such term is defined in Rule 144) of the Company, the undersigned confirms that such Securities
are being transferred in accordance with its terms:


 


CHECK
ONE BOX BELOW


 


		(1)	 ̈    to the Company; or



 


		(2)	 ̈    pursuant to an effective registration statement under the Securities Act; or



 


		(3)	 ̈    inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as
defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
with Rule 144A under the Securities Act; or



 


		(4)	 ̈    in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities
Act; or



 


		(5)	 ̈    pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available
exemption from the registration requirement of the Securities Act.



 


Unless one of the boxes is checked, the Trustee shall
refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering
any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested
to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


	 	 
	 	Signature



 









    	 	A-9-13	 



     


    

 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and
is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	Dated:                                                  	 	Notice:	To be executed by an executive officer



 









    	 	A-9-14	 



     


    

 





FORM OF EXCHANGE CERTIFICATE


 


AbbVie Inc.


1 North Waukegan Road


North Chicago, Illinois 60064


 


U.S. Bank National Association


190 South LaSalle Street, 10th Floor


Chicago, IL 60603


Attention: Corporate Trust Services


 


Re: 4.550% Senior Notes due
2035


 


Reference is hereby made to the Indenture,
dated as of November 8, 2012 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated
as of November 8, 2012, the Second Supplemental Indenture, dated as of May 14, 2015, the Third Supplemental Indenture,
dated as of May 12, 2016, the Fourth Supplemental Indenture, dated as of November 17, 2016, the Fifth Supplemental Indenture,
dated as of September 18, 2018, the Sixth Supplemental Indenture, dated as of September 26, 2019, the Seventh Supplemental
Indenture, dated as of November 21, 2019, the Eighth Supplemental Indenture, dated as of May 14, 2020, and the Ninth
Supplemental Indenture, dated as of May 14, 2020 (as so supplemented, the “Indenture”), between AbbVie Inc. (the
 “Company”) and U.S. Bank National Association, a national banking association, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.


 


___________ (the “Owner”) owns
and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________
in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that
in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global
Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred
to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account
of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities
laws of the States of the United States and other jurisdictions.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company and are dated ______________________.


 





	 	[Insert Name
of Transferor]
	 	 
		By:	
	 	 	Name:
	 	 	Title:



 


Dated: _______________________





 









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EXHIBIT A10


 


(FORM OF FACE OF INITIAL NOTE)


 


[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE
AND THE TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, TO ABBVIE INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.](1)


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.


 



    A-10-1


     


    

 










NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40
DAYS] AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME
SERIES AND THE LAST DATE ON WHICH ABBVIE INC. OR ANY AFFILIATE OF ABBVIE INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH SECURITY), ONLY (A) TO ABBVIE INC. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL
BUYER’’ AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT
IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ABBVIE INC.’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE.


 


[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.](2)


 


[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT
IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.](3)


 


[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.](4)


 


(1) Applies to Global Notes only


 


(2) Applies to Rule 144A Notes
only


 


(3) Applies to Regulation S Notes
only


 


(4) Applies to Notes in definitive
form only


 








    A-10-2


     


    

 


ABBVIE INC.


 


4.625% Senior Notes due 2042


 


	No. [●]	$[●]


 


CUSIP No: [●]1


 


ISIN No: [●]2


 


ABBVIE INC., a corporation duly organized and existing under
the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture
and Supplemental Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee
for The Depository Trust Company, or registered assigns, the principal sum of [●] Dollars ($[●]), or such other principal
sum as may be indicated on the Schedule of Exchanges attached hereto, on October 1, 2042, and to pay interest thereon from
the most recent date on which interest has been paid or duly provided for by Allergan Finance, LLC (“Allergan”)
on the 4.625% Senior Notes due 2042 issued by Allergan that were accepted in the Exchange Offers, semi-annually in arrears on April 1
and October 1 of each year, commencing on October 1, 2020 (each, an “Interest Payment Date”), at the rate
of 4.625% per annum, until the principal hereof is paid or made available for payment. Interest payments on this Security will
include interest accrued to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the March 15 and September 15, as the case may be, preceding such Interest Payment
Date (whether or not a Business Day); provided, however, that interest payable at maturity of this Note shall be
payable to the persons to whom principal amount shall be payable, subject to DTC’s applicable procedures. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


 



    A-10-3


     


    

 










Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose
in St. Paul, Minnesota, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by (1) check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (2) wire transfer
as directed by the Holder, in immediately available funds to an account maintained by the Depository or its nominee with respect
to a Global Note, and to the Holder or its nominee with respect to a Definitive Note; provided further that in the case of a Definitive
Note (1) the Holder thereof shall have provided written wiring instructions to the Trustee on or before the related Regular
Record Date and (2) if appropriate instructions for any such wire transfer are not received by the related Regular Record
Date, then such payment shall be made by check mailed to the address of the Holder specified in the Security Register.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 


 









	1	Rule
    144A Note CUSIP: 	00287YCL1	 
		Regulation
    S Note CUSIP:	U0029QBE5	 
	 	 	 	 
	2	Rule
    144A Note ISIN: 	US00287YCL11	 
		Regulation
    S Note ISIN:	USU0029QBE53	 







 









    A-10-4


     


    









 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


Dated:


 





	 	ABBVIE INC.
	 	 
		By:	 
	 	 	Name:
	 	 	Title:







 





 




    A-10-5


     


    

 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Dated:


 





		U.S. BANK NATIONAL ASSOCIATION,
	 	 	as Trustee







 





	 	By:
	 	 	Authorized Signatory







 









    A-10-6


     


    









 


[FORM OF REVERSE OF SECURITY]


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called
the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and Supplemental Indenture No. 8, dated as of May 14,
2020 (herein called the “Supplemental Indenture”), between the Company and the Trustee, to which Indenture,
Supplemental Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities of this series
and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, in an initial aggregate principal amount of $[●].


 


Optional Redemption


 


At any time prior to the Par Call Date (as
defined below), the Company may redeem some or all of the Securities of this series at its option, in each case at a redemption
price equal to the greater of: (i) 100% of the principal amount of the Securities of this series to be redeemed; and (ii) the
sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption
Date) on the Securities of this series to be redeemed discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the then current Treasury Rate plus 30 basis points.


 


The Company will pay accrued and unpaid
interest on the principal amount of the Securities of this series being redeemed to, but excluding, the Redemption Date.


 


In addition, at any time on or after the
Par Call Date, the Company may redeem some or all of the Securities of this series at its option at a redemption price equal to
100% of the principal amount of the Securities of this series to be redeemed, plus accrued and unpaid interest on the principal
amount of Securities of this series being redeemed to, but excluding, the Redemption Date.


 


If the Company has given notice as provided
in the Indenture and funds for the redemption of any Securities of this series called for redemption have been made available on
the Redemption Date in accordance with the Indenture, such Securities will cease to bear interest on the date fixed for redemption.
Thereafter, the only right of the Holders of such Securities will be to receive payment of the redemption price.


 


The Company will give notice of any optional
redemption, electronically or by mail, to Holders at their addresses, as shown in the Security Register for such Securities, or
as otherwise in accordance with the applicable procedures of DTC, not more than 60 nor less than 15 days prior to the date fixed
for redemption. The notice of redemption will specify, among other items, the Redemption Date, redemption price, the principal
amount of the Securities of this series to be redeemed and the place or places that payment will be made upon surrender of the
Securities of this series to be redeemed. Any redemption or notice of redemption may, at the Company’s discretion, be subject
to one or more conditions precedent, and, at the Company’s discretion, the redemption date may be delayed until such time
as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of
business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt
the Trustee shall provide such notice to each holder of the Securities in the same manner in which the notice of redemption was
given.


 






    A-10-7


     


    

 


The Company will notify the Trustee at least
30 days prior to the Redemption Date fixed by the Company (or such shorter period as is satisfactory to the Trustee) of the aggregate
principal amount of the Securities of this series to be redeemed and their Redemption Date. If less than all of the Securities
of this series are to be redeemed at any time, the Trustee shall select, not more than 30 days prior to the Redemption Date, which
Securities or the portion thereof, that are to be redeemed from the outstanding Securities of this series not previously redeemed
by random lot.


 


“Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) if the Company obtains four or more Reference Treasury Dealer Quotations for
such Redemption Date, the average of such Reference Treasury Dealer Quotations, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to
time.


 


“Par Call Date” means
April 1, 2042.


 


“Primary Treasury Dealer”
means a primary United States government securities dealer in the United States of America.


 


“Reference Treasury Dealer”
means (i) each of Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and any of
their respective successors; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealers the Company selects.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
such Redemption Date.


 






    A-10-8


     


    

 


“Treasury Rate” means,
with respect to any Redemption Date, (1) the rate per annum equal to the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the remaining term of the Securities of this series to be redeemed, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated and provided to the Trustee in writing on the third Business Day preceding the Redemption Date.


 


Sinking Fund


 


The Securities of this series do not provide
for a sinking fund.


 


Default


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Miscellaneous


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture
apply to the Securities of this series.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities at the time Outstanding of any series, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 






    A-10-9


     


    

 


No reference herein to the Indenture or
Supplemental Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security
at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
registration of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 9.6 or 11.7 of the
Indenture).


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose
name this Security is registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security that are
not defined herein but which are defined in the Indenture and Supplemental Indenture shall have the meanings assigned to them in
the Indenture and Supplemental Indenture.


 


THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


This Security is a Book-Entry Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository.
This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in
the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.


 


*                                        
*                                        
*


 






    A-10-10


     


    

 


SCHEDULE OF EXCHANGES


 


The following exchanges, redemptions or
purchases of a part of this Book-Entry Security have been made:


 


	Date of

Exchange/

Redemption/

Repurchase	Amount of

decrease in

Principal Amount

of this Book-Entry

Security	Amount of

increase in

Principal Amount

of this Book-

Entry Security	Principal Amount

of this Book-Entry

Security following

such decrease (or

increase)	Signature of

authorized

signatory of

Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 






    A-10-11


     


    

 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


	 
	(Print or type assignee’s name, address and zip code)


 


	 
	(Insert assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint                               
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


Date:


 


Your Signature*:


 


By:


 


Name:


 


Title:


 


Sign exactly as your name appears on the
other side of this Security.


 


*Signature Guaranteed:


 


*NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar,
which requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    A-10-12


     


    

 


FORM OF TRANSFER CERTIFICATE


 


In connection with any transfer of any of the Securities evidenced
by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate (as such term is defined in Rule 144) of the Company, the undersigned confirms that such Securities
are being transferred in accordance with its terms:


 


CHECK
ONE BOX BELOW


 


		(1)	 ̈to the Company; or



 


		(2)	 ̈pursuant to an effective registration statement under the Securities Act; or



 


		(3)	 ̈inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as
defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
with Rule 144A under the Securities Act; or



 


		(4)	 ̈in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities
Act; or



 


		(5)	 ̈pursuant to the exemption from registration provided by Rule 144
under the Securities Act or any other available exemption from the registration requirement of the Securities Act.



 


Unless one of the boxes is checked, the Trustee shall
refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering
any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested
to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


	 	Signature




 






    A-10-13


     


    

 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and
is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


		Dated:____________________	Notice:To be executed by an executive officer



 






    A-10-14


     


    

 


FORM OF EXCHANGE CERTIFICATE


 


AbbVie Inc.


1 North Waukegan Road


North Chicago, Illinois
60064


 


U.S. Bank National Association


190 South LaSalle Street, 10th Floor


Chicago, IL 60603


Attention: Corporate Trust Services


 


Re: 4.625% Senior Notes due
2042


 


Reference is hereby made to the Indenture,
dated as of November 8, 2012 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated
as of November 8, 2012, the Second Supplemental Indenture, dated as of May 14, 2015, the Third Supplemental Indenture,
dated as of May 12, 2016, the Fourth Supplemental Indenture, dated as of November 17, 2016, the Fifth Supplemental Indenture,
dated as of September 18, 2018, the Sixth Supplemental Indenture, dated as of September 26, 2019, the Seventh Supplemental
Indenture, dated as of November 21, 2019, the Eighth Supplemental Indenture, dated as of May 14, 2020, and the Ninth
Supplemental Indenture, dated as of May 14, 2020 (as so supplemented, the “Indenture”), between AbbVie Inc. (the
 “Company”) and U.S. Bank National Association, a national banking association, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.


 


___________ (the “Owner”) owns
and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________
in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that
in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global
Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred
to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account
of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities
laws of the States of the United States and other jurisdictions.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company and are dated ______________________.


 


	 	[Insert Name
of Transferor]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:



 


Dated: _______________________


 






    A-10-15


     


    

 


EXHIBIT A11


 


(FORM OF FACE OF INITIAL NOTE)


 


[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE
AND THE TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, TO ABBVIE INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.](1)


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.


 






    A-11-1


     


    

 


NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40
DAYS] AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME
SERIES AND THE LAST DATE ON WHICH ABBVIE INC. OR ANY AFFILIATE OF ABBVIE INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH SECURITY), ONLY (A) TO ABBVIE INC. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL
BUYER’’ AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT
IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ABBVIE INC.’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE.


 


[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.](2)


 


[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT
IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.](3)


 


[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.](4)


 


(1) Applies to Global Notes only


 


(2) Applies to Rule 144A Notes
only


 


(3) Applies to Regulation S Notes
only


 


(4) Applies to Notes in definitive
form only


 






    A-11-2


     


    

 


ABBVIE INC.


 


4.850% Senior Notes due 2044


 


	No. [●]	$[●]


 


CUSIP No: [●]1


 


ISIN No: [●]2


 


ABBVIE INC., a corporation duly organized and existing under
the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture
and Supplemental Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee
for The Depository Trust Company, or registered assigns, the principal sum of [●] Dollars ($[●]), or such other principal
sum as may be indicated on the Schedule of Exchanges attached hereto, on June 15, 2044, and to pay interest thereon from the
most recent date on which interest has been paid or duly provided for by Allergan Funding SCS (“Allergan”) on
the 4.850% Senior Notes due 2044 issued by Allergan that were accepted in the Exchange Offers, semi-annually in arrears on June 15
and December 15 of each year, commencing on June 15, 2020 (each, an “Interest Payment Date”), at the rate
of 4.850% per annum, until the principal hereof is paid or made available for payment. Interest payments on this Security will
include interest accrued to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the June 1 and December 1, as the case may be, preceding such Interest Payment
Date (whether or not a Business Day); provided, however, that interest payable at maturity of this Note shall be
payable to the persons to whom principal amount shall be payable, subject to DTC’s applicable procedures. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


 


Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose
in St. Paul, Minnesota, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by (1) check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (2) wire transfer
as directed by the Holder, in immediately available funds to an account maintained by the Depository or its nominee with respect
to a Global Note, and to the Holder or its nominee with respect to a Definitive Note; provided further that in the case of a Definitive
Note (1) the Holder thereof shall have provided written wiring instructions to the Trustee on or before the related Regular
Record Date and (2) if appropriate instructions for any such wire transfer are not received by the related Regular Record
Date, then such payment shall be made by check mailed to the address of the Holder specified in the Security Register.


 


 






	1	Rule 144A Note CUSIP: 	00287YCM9
	 	Regulation S Note CUSIP:	U0029QBF2
	 	 	 
	2 	Rule 144A Note ISIN: 	US00287YCM93
	 	Regulation S Note ISIN:	USU0029QBF29


 




    A-11-3


     


    

 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 






    A-11-4


     


    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


Dated:


 


	 	ABBVIE INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    A-11-5


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Dated:


 


	 	U.S. BANK NATIONAL ASSOCIATION,

      as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 






    A-11-6


     


    

 


[FORM OF REVERSE OF SECURITY]


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called
the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and Supplemental Indenture No. 8, dated as of May 14,
2020 (herein called the “Supplemental Indenture”), between the Company and the Trustee, to which Indenture,
Supplemental Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities of this series
and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, in an initial aggregate principal amount of $[●].


 


Optional Redemption


 


At any time prior to the Par Call Date (as
defined below), the Company may redeem some or all of the Securities of this series at its option, in each case at a redemption
price equal to the greater of: (i) 100% of the principal amount of the Securities of this series to be redeemed; and (ii) the
sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption
Date) on the Securities of this series to be redeemed discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points.


 


The Company will pay accrued and unpaid
interest on the principal amount of the Securities of this series being redeemed to, but excluding, the Redemption Date.


 


In addition, at any time on or after the
Par Call Date, the Company may redeem some or all of the Securities of this series at its option at a redemption price equal to
100% of the principal amount of the Securities of this series to be redeemed, plus accrued and unpaid interest on the principal
amount of Securities of this series being redeemed to, but excluding, the Redemption Date.


 


If the Company has given notice as provided
in the Indenture and funds for the redemption of any Securities of this series called for redemption have been made available on
the Redemption Date in accordance with the Indenture, such Securities will cease to bear interest on the date fixed for redemption.
Thereafter, the only right of the Holders of such Securities will be to receive payment of the redemption price.


 


The Company will give notice of any optional
redemption, electronically or by mail, to Holders at their addresses, as shown in the Security Register for such Securities, or
as otherwise in accordance with the applicable procedures of DTC, not more than 60 nor less than 15 days prior to the date fixed
for redemption. The notice of redemption will specify, among other items, the Redemption Date, redemption price, the principal
amount of the Securities of this series to be redeemed and the place or places that payment will be made upon surrender of the
Securities of this series to be redeemed. Any redemption or notice of redemption may, at the Company’s discretion, be subject
to one or more conditions precedent, and, at the Company’s discretion, the redemption date may be delayed until such time
as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of
business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt
the Trustee shall provide such notice to each holder of the Securities in the same manner in which the notice of redemption was
given.


 






    A-11-7


     


    

 


The Company will notify the Trustee at least
30 days prior to the Redemption Date fixed by the Company (or such shorter period as is satisfactory to the Trustee) of the aggregate
principal amount of the Securities of this series to be redeemed and their Redemption Date. If less than all of the Securities
of this series are to be redeemed at any time, the Trustee shall select, not more than 30 days prior to the Redemption Date, which
Securities or the portion thereof, that are to be redeemed from the outstanding Securities of this series not previously redeemed
by random lot.


 


“Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) if the Company obtains four or more Reference Treasury Dealer Quotations for
such Redemption Date, the average of such Reference Treasury Dealer Quotations, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to
time.


 


“Par Call Date” means
December 15, 2043.


 


“Primary Treasury Dealer”
means a primary United States government securities dealer in the United States of America.


 


“Reference Treasury Dealer”
means (i) each of Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and any of
their respective successors; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealers the Company selects.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
such Redemption Date.


 






    A-11-8


     


    

 


“Treasury Rate” means,
with respect to any Redemption Date, (1) the rate per annum equal to the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the remaining term of the Securities of this series to be redeemed, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated and provided to the Trustee in writing on the third Business Day preceding the Redemption Date.


 


Sinking Fund


 


The Securities of this series do not provide
for a sinking fund.


 


Default


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Miscellaneous


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture
apply to the Securities of this series.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities at the time Outstanding of any series, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 






    A-11-9


     


    

 


No reference herein to the Indenture or
Supplemental Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security
at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
registration of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 9.6 or 11.7 of the
Indenture).


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose
name this Security is registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security that are
not defined herein but which are defined in the Indenture and Supplemental Indenture shall have the meanings assigned to them in
the Indenture and Supplemental Indenture.


 


THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


This Security is a Book-Entry Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository.
This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in
the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.


 


*                                        
*                                        
*


 






    A-11-10


     


    

 


 


SCHEDULE OF EXCHANGES


 


The following exchanges, redemptions or
purchases of a part of this Book-Entry Security have been made:


 


	Date of

Exchange/

Redemption/

Repurchase	Amount of

decrease in

Principal Amount

of this Book-Entry

Security	Amount of

increase in

Principal Amount

of this Book-

Entry Security	Principal Amount

of this Book-Entry

Security following

such decrease (or

increase)	Signature of

authorized

signatory of

Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 






    A-11-11


     


    

 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


	 
	(Print or type assignee’s name, address and zip code)


 


	 
	(Insert assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint_________________  as agent to transfer
this Security on the books of the Company. The agent may substitute another to act for him.


 


Date:


 


Your Signature*:


 


By:


 


Name:


 


Title:


 


Sign exactly as your name appears on the
other side of this Security.


 


*Signature Guaranteed:


 


*NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar,
which requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    A-11-12


     


    

 


FORM OF TRANSFER CERTIFICATE


 


In connection with any transfer of any of the Securities evidenced
by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate (as such term is defined in Rule 144) of the Company, the undersigned confirms that such Securities
are being transferred in accordance with its terms:


 


CHECK
ONE BOX BELOW


 


		(1)	 ̈    to the Company; or



 


		(2)	 ̈    pursuant to an effective registration statement under the Securities Act; or



 


		(3)	 ̈    inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as
defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
with Rule 144A under the Securities Act; or



 


		(4)	 ̈    in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities
Act; or



 


		(5)	 ̈    pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available
exemption from the registration requirement of the Securities Act.



 


Unless one of the boxes is checked, the Trustee shall
refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering
any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested
to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


	 	 
	 	Signature




 



    A-11-13


     


    

 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and
is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	Dated:__________________________		Notice:To be executed by an executive officer



 






    A-11-14


     


    

 


FORM OF EXCHANGE CERTIFICATE


 


AbbVie Inc.


1 North Waukegan Road


North Chicago, Illinois
60064


 


U.S. Bank National Association


190 South LaSalle Street, 10th Floor


Chicago, IL 60603


Attention: Corporate Trust Services


 


Re: 4.850% Senior Notes due
2044


 


Reference is hereby made to the Indenture,
dated as of November 8, 2012 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated
as of November 8, 2012, the Second Supplemental Indenture, dated as of May 14, 2015, the Third Supplemental Indenture,
dated as of May 12, 2016, the Fourth Supplemental Indenture, dated as of November 17, 2016, the Fifth Supplemental Indenture,
dated as of September 18, 2018, the Sixth Supplemental Indenture, dated as of September 26, 2019, the Seventh Supplemental
Indenture, dated as of November 21, 2019, the Eighth Supplemental Indenture, dated as of May 14, 2020, and the Ninth
Supplemental Indenture, dated as of May 14, 2020 (as so supplemented, the “Indenture”), between AbbVie Inc. (the
 “Company”) and U.S. Bank National Association, a national banking association, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.


 


___________ (the “Owner”) owns
and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________
in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that
in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global
Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred
to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account
of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities
laws of the States of the United States and other jurisdictions.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company and are dated ______________________.


 


	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	Dated: ________________________	




 



    A-11-15


     


    




 


EXHIBIT A12


 


(FORM OF FACE OF INITIAL NOTE)


 


[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE
AND THE TERMS OF THE SECURITIES, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, TO ABBVIE INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.](1)


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.


 


NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40
DAYS] AFTER THE LATER OF THE ISSUE DATE HEREOF OR ANY OTHER ISSUE DATE IN RESPECT OF A FURTHER ISSUANCE OF SECURITIES OF THE SAME
SERIES AND THE LAST DATE ON WHICH ABBVIE INC. OR ANY AFFILIATE OF ABBVIE INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH SECURITY), ONLY (A) TO ABBVIE INC. OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL
BUYER’’ AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT
IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO ABBVIE INC.’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE.


 



    A-12-1


     


    

 


[EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.](2)


 


[BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT
IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.](3)


 


[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.](4)


 


(1) Applies to Global Notes only


 


(2) Applies to Rule 144A Notes
only


 


(3) Applies to Regulation S Notes
only


 


(4) Applies to Notes in definitive
form only


 






    A-12-2


     


    

 


ABBVIE INC.


 


4.750% Senior Notes due 2045


 


	No. [●]	$[●]


 


CUSIP No: [●]1


 


ISIN No: [●]2


 


ABBVIE INC., a corporation duly organized and existing under
the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture
and Supplemental Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as nominee
for The Depository Trust Company, or registered assigns, the principal sum of [●] Dollars ($[●]), or such other principal
sum as may be indicated on the Schedule of Exchanges attached hereto, on March 15, 2045, and to pay interest thereon from
the most recent date on which interest has been paid or duly provided for by Allergan Funding SCS (“Allergan”)
on the 4.750% Senior Notes due 2045 issued by Allergan that were accepted in the Exchange Offers, semi-annually in arrears on March 15
and September 15 of each year, commencing on September 15, 2020 (each, an “Interest Payment Date”), at the
rate of 4.750% per annum, until the principal hereof is paid or made available for payment. Interest payments on this Security
will include interest accrued to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the March 1 and September 1, as the case may be, preceding such Interest
Payment Date (whether or not a Business Day); provided, however, that interest payable at maturity of this Note shall
be payable to the persons to whom principal amount shall be payable, subject to DTC’s applicable procedures. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


  





 



 


1      
Rule 144A Note CUSIP:        00287YCN7


         Regulation
S Note CUSIP:    U0029QBG0


 


2       Rule 144A
Note ISIN:        US00287YCN76


         Regulation S Note ISIN:    USU0029QBG02






 






    A-12-3


     


    

 


Payment of the principal of (and premium,
if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose
in St. Paul, Minnesota, in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by (1) check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (2) wire transfer
as directed by the Holder, in immediately available funds to an account maintained by the Depository or its nominee with respect
to a Global Note, and to the Holder or its nominee with respect to a Definitive Note; provided further that in the case of a Definitive
Note (1) the Holder thereof shall have provided written wiring instructions to the Trustee on or before the related Regular
Record Date and (2) if appropriate instructions for any such wire transfer are not received by the related Regular Record
Date, then such payment shall be made by check mailed to the address of the Holder specified in the Security Register.


 


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 



    A-12-4


     


    

 


 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


Dated:


 


	 	ABBVIE INC.
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:




 



    A-12-5


     


    




 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Dated:


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	 as Trustee
	 	 
	 	By:
	 	 
	 	 	Authorized Signatory
	 	 




 



    A-12-6


     


    




 


[FORM OF REVERSE OF SECURITY]


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under an Indenture, dated as of November 8, 2012, as it may be supplemented or amended from time to time (herein called
the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), and Supplemental Indenture No. 8, dated as of May 14,
2020 (herein called the “Supplemental Indenture”), between the Company and the Trustee, to which Indenture,
Supplemental Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities of this series
and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, in an initial aggregate principal amount of $[●].


 


Optional Redemption


 


At any time prior to the Par Call Date (as
defined below), the Company may redeem some or all of the Securities of this series at its option, in each case at a redemption
price equal to the greater of: (i) 100% of the principal amount of the Securities of this series to be redeemed; and (ii) the
sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the Redemption
Date) on the Securities of this series to be redeemed discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the then current Treasury Rate plus 35 basis points.


 


The Company will pay accrued and unpaid
interest on the principal amount of the Securities of this series being redeemed to, but excluding, the Redemption Date.


 


In addition, at any time on or after the
Par Call Date, the Company may redeem some or all of the Securities of this series at its option at a redemption price equal to
100% of the principal amount of the Securities of this series to be redeemed, plus accrued and unpaid interest on the principal
amount of Securities of this series being redeemed to, but excluding, the Redemption Date.


 


If the Company has given notice as provided
in the Indenture and funds for the redemption of any Securities of this series called for redemption have been made available on
the Redemption Date in accordance with the Indenture, such Securities will cease to bear interest on the date fixed for redemption.
Thereafter, the only right of the Holders of such Securities will be to receive payment of the redemption price.


 


The Company will give notice of any optional
redemption, electronically or by mail, to Holders at their addresses, as shown in the Security Register for such Securities, or
as otherwise in accordance with the applicable procedures of DTC, not more than 60 nor less than 15 days prior to the date fixed
for redemption. The notice of redemption will specify, among other items, the Redemption Date, redemption price, the principal
amount of the Securities of this series to be redeemed and the place or places that payment will be made upon surrender of the
Securities of this series to be redeemed. Any redemption or notice of redemption may, at the Company’s discretion, be subject
to one or more conditions precedent, and, at the Company’s discretion, the redemption date may be delayed until such time
as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of
business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt
the Trustee shall provide such notice to each holder of the Securities in the same manner in which the notice of redemption was
given.


 



    A-12-7


     


    

 


The Company will notify the Trustee at least
30 days prior to the Redemption Date fixed by the Company (or such shorter period as is satisfactory to the Trustee) of the aggregate
principal amount of the Securities of this series to be redeemed and their Redemption Date. If less than all of the Securities
of this series are to be redeemed at any time, the Trustee shall select, not more than 30 days prior to the Redemption Date, which
Securities or the portion thereof, that are to be redeemed from the outstanding Securities of this series not previously redeemed
by random lot.


 


“Business Day” means
any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) if the Company obtains four or more Reference Treasury Dealer Quotations for
such Redemption Date, the average of such Reference Treasury Dealer Quotations, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to
time.


 


“Par Call Date” means
September 15, 2044.


 


“Primary Treasury Dealer”
means a primary United States government securities dealer in the United States of America.


 


“Reference Treasury Dealer”
means (i) each of Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and any of
their respective successors; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealers the Company selects.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
such Redemption Date.


 



    A-12-8


     


    

 


“Treasury Rate” means,
with respect to any Redemption Date, (1) the rate per annum equal to the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the remaining term of the Securities of this series to be redeemed, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated and provided to the Trustee in writing on the third Business Day preceding the Redemption Date.


 


Sinking Fund


 


The Securities of this series do not provide
for a sinking fund.


 


Default


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Miscellaneous


 


The Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth therein. Sections 13.2 and 13.3 of the Indenture
apply to the Securities of this series.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the
Securities at the time Outstanding of any series, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 



    A-12-9


     


    

 


No reference herein to the Indenture or
Supplemental Indenture and no provision of this Security or of the Indenture or Supplemental Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security
at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
registration of transfer or exchange of the Notes, but the Company or the Security Registrar may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 9.6 or 11.7 of the
Indenture).


 


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee will treat the Person in whose
name this Security is registered as the owner hereof for the purpose of receiving payments and for all other purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this Security that are
not defined herein but which are defined in the Indenture and Supplemental Indenture shall have the meanings assigned to them in
the Indenture and Supplemental Indenture.


 


THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


This Security is a Book-Entry Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository.
This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in
the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository.


 


*                                        
*                                        
*










    A-12-10


     


    

 


SCHEDULE OF EXCHANGES


 


The following exchanges, redemptions or
purchases of a part of this Book-Entry Security have been made:


 


	Date of

Exchange/

Redemption/

Repurchase	Amount of

decrease in

Principal Amount

of this Book-Entry

Security	Amount of

increase in

Principal Amount

of this Book-

Entry Security	Principal Amount

of this Book-Entry

Security following

such decrease (or

increase)	Signature of

authorized

signatory of

Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 






    A-12-11


     


    

 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


	 
	(Print or type assignee’s name, address and zip code)


 


	 
	(Insert assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint _______________
as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


Date:


 


Your Signature*:


 


By:


 


Name:


 


Title:


 


Sign exactly as your name appears on the
other side of this Security.


 


*Signature Guaranteed:


 


*NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar,
which requirements include membership or participation in Security Transfer Agents Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.










    A-12-12


     


    

 


FORM OF TRANSFER CERTIFICATE


 


In connection with any transfer of any of the Securities evidenced
by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities Act (“Rule 144”)
after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate (as such term is defined in Rule 144) of the Company, the undersigned confirms that such Securities
are being transferred in accordance with its terms:


 


CHECK
ONE BOX BELOW


 


		(1)	 ̈    to the Company; or



 


		(2)	 ̈    pursuant to an effective registration statement under the Securities Act; or



 


		(3)	 ̈    inside the United States to a person reasonably believed to be a “qualified institutional buyer” (as
defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
with Rule 144A under the Securities Act; or



 


		(4)	 ̈    in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities
Act; or



 


		(5)	 ̈    pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available
exemption from the registration requirement of the Securities Act.



 


Unless one of the boxes is checked, the Trustee shall
refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder
thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering
any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested
to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


	 	 
	 	Signature




 



    A-12-13


     


    




 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and
is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	Dated:______________________		Notice: To be executed by an executive officer



 



    A-12-14


     


    




 


FORM OF EXCHANGE CERTIFICATE


 


AbbVie Inc.


1 North Waukegan Road


North Chicago, Illinois
60064


 


U.S. Bank National Association


190 South LaSalle Street, 10th Floor


Chicago, IL 60603


Attention: Corporate Trust Services


 


Re: 4.750% Senior Notes due
2045


 


Reference is hereby made to the Indenture,
dated as of November 8, 2012 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated
as of November 8, 2012, the Second Supplemental Indenture, dated as of May 14, 2015, the Third Supplemental Indenture,
dated as of May 12, 2016, the Fourth Supplemental Indenture, dated as of November 17, 2016, the Fifth Supplemental Indenture,
dated as of September 18, 2018, the Sixth Supplemental Indenture, dated as of September 26, 2019, the Seventh Supplemental
Indenture, dated as of November 21, 2019, the Eighth Supplemental Indenture, dated as of May 14, 2020, and the Ninth
Supplemental Indenture, dated as of May 14, 2020 (as so supplemented, the “Indenture”), between AbbVie Inc. (the
 “Company”) and U.S. Bank National Association, a national banking association, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.


 


___________ (the “Owner”) owns
and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $__________
in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that
in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global
Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred
to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account
of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities
laws of the States of the United States and other jurisdictions.


 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company and are dated ______________________.


 


	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	Dated: _______________________	




 



    A-12-15


     


    




 


EXHIBIT B


 


FORM OF CERTIFICATE TO BE

DELIVERED IN CONNECTION WITH

TRANSFERS PURSUANT TO REGULATION S


 


[Date]


 


Attention:


 


		Re:	



 


AbbVie Inc. (the “Company”)

[applicable series of Notes] (the “Securities”)


 


Ladies and Gentlemen:


 


In connection with our proposed sale of $______________ aggregate
principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with Regulation S
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:


 


		(1)	the offer of the Securities was not made to a person in the United States;



 


		(2)	either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person
acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed
in, on or through the facilities of a designated offshore securities market and neither we nor any person acting on our behalf
knows that the transaction has been prearranged with a buyer in the United States;



 


		(3)	no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903 or Rule 904
of Regulation S, as applicable;



 


		(4)	the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and



 


		(5)	we have advised the transferee of the transfer restrictions applicable to the Securities.



 


You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings
or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.


 






    B -1


     


    

 


	 	Very truly yours,
	 	 
	 	[Name of Transferor]
	 	 
	 	By:	 
	 	 
	 	Authorized Signature







 



    B -2