EXHIBIT 2 AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • February 9th, 1999 • Icu Medical Inc/De • Surgical & medical instruments & apparatus
RECITALSEmployment Agreement • May 9th, 2005 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • California
ANDRights Agreement • May 15th, 2002 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • Delaware
RECITALSAsset Purchase Agreement • May 9th, 2005 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • New York
ICU MEDICAL, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY (Rights Agent) AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of October 18, 2007Rights Agreement • February 18th, 2010 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • Delaware
This Amended and Restated Rights Agreement (this “Agreement”) is entered into as of October 18, 2007, between ICU Medical, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
RECITALSTransition Services Agreement • May 9th, 2005 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • New York
AND BOC OHMEDA ABDistribution Agreement • March 26th, 1997 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • Illinois
REAL ESTATE PURCHASE AGREEMENT BASIC INFORMATION Seller: Hospira, Inc., a Delaware corporation Buyer: ICU Medical, Inc., a Delaware corporation (subject to assignment in accordance with Section 6 hereof) Effective Date: February 25, 2005 Street...Real Estate Purchase Agreement • May 9th, 2005 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 22nd, 2010 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this 15th day of October, 2010 (the “Effective Date”) by and between ICU Medical, Inc., a Delaware corporation (the “Company”), and .
AMENDMENT 11 TO THE SUPPLY AND DISTRIBUTION AGREEMENT BETWEEN ICU MEDICAL SALES, INC. AND ABBOTT LABORATORIESSupply and Distribution Agreement • January 16th, 2004 • Icu Medical Inc/De • Surgical & medical instruments & apparatus
Exhibit 99.1 CONFIDENTIAL TREATMENT Portions of the attached MANUFACTURE AND SUPPLY AGREEMENT, effective January 1, 1998 by and between ICU Medical, Inc. and B.Braun Medical Inc. have been redacted. The Company has applied to the Securities and...Manufacture and Supply Agreement • June 18th, 1998 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • California
RECITALSManufacturing Agreement • May 9th, 2005 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • New York
ContractRetention Agreement • November 10th, 2014 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • California
This AMENDED AND RESTATED RETENTION AGREEMENT is entered into as of this 21st day of October, 2013, by and between ICU MEDICAL, INC., a Delaware corporation (the “Company”) and George A. Lopez (the “Employee”), and supersedes in their entirety the RETENTION AGREEMENT entered into by the Company and the Employee as of January 29, 2010 and the AMENDED AND RESTATED RETENTION AGREEMENT entered into by the Company and the Employee as of November 3, 2010.
EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2011 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • California
THIS EMPLOYMENT AGREEMENT is made and entered into as of this first day of January 2011, by and between ICU Medical, Inc., a Delaware corporation (“Employer”), and George A. Lopez (“Employee”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 20th, 2022 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • California
This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into effective as of this 1st day of March, 2022 (the “Effective Date”) by and between ICU Medical, Inc., a Delaware Corporation (the “Company”) and Vivek Jain (“Executive”) (collectively, the “parties”).
STOCK PURCHASE AGREEMENT by and among ROUNDTABLE HEALTHCARE PARTNERS, L.P., ROUNDTABLE HEALTHCARE INVESTORS, L.P., AND THE OTHER STOCKHOLDERS AND OPTIONHOLDERS PARTY HERETO, as Sellers, ICU Medical, Inc., as Buyer,Stock Purchase Agreement • October 6th, 2015 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • New York
THIS STOCK PURCHASE AGREEMENT, dated as of October 5, 2015 (this “Agreement”), is by and among (i) ROUNDTABLE HEALTHCARE PARTNERS, L.P., a Delaware limited partnership (“RT Partners”), in its capacity as a Seller and as the Stockholder Representative (in each case as defined below), ROUNDTABLE HEALTHCARE INVESTORS, L.P., a Delaware limited partnership (“RT Investors”), the other stockholders set forth on Exhibit A hereto (together with RT Partners and RT Investors, the “Stockholders”), (ii) the Optionholders (as defined below) set forth on Exhibit A hereto (the “Optionholder Parties” and, together with the Stockholders, “Sellers”), (iii) ICU Medical, Inc., a Delaware corporation (“Buyer”), and (iv) solely for purposes of Section 3.5, Article VI, Section 7.1, Section 7.2, Section 7.7, Article IX, Article XI and Article XIII, MEDLINE INDUSTRIES, INC., an Illinois corporation (“Medline”).
FORM OF SHAREHOLDERS AGREEMENTShareholder Agreements • October 13th, 2016 • Icu Medical Inc/De • Surgical & medical instruments & apparatus
This Shareholders Agreement (this “Agreement”) is dated and effective as of [-] between and among ICU Medical, Inc. a Delaware corporation (the “Company”), and Pfizer Inc., a Delaware corporation (the “Shareholder”). The Company and the Shareholder are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2006 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • California
THIS EMPLOYMENT AGREEMENT is made and entered into as of this first day of January 2006, by and between ICU Medical, Inc., a Delaware corporation (“Employer”), and George A. Lopez (“Employee”).
AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT AMONG PFIZER INC. AND ICU MEDICAL, INC.Stock and Asset Purchase Agreement • January 5th, 2017 • Icu Medical Inc/De • Surgical & medical instruments & apparatus
This Amended and Restated Stock and Asset Purchase Agreement (this “Agreement”) is made and entered into as of the 5th day of January, 2017 among Pfizer Inc., a Delaware corporation (“Seller Parent”), and ICU Medical, Inc., a Delaware corporation (“Purchaser” and together with Seller Parent, the “Parties”).
AMENDED AND RESTATED RETENTION AGREEMENTRetention Agreement • November 5th, 2010 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • California
This AMENDED AND RESTATED RETENTION AGREEMENT is entered into as of this 3rd day of November, 2010, by and between ICU MEDICAL, INC., a Delaware corporation (the “Company”) and George A. Lopez, Chief Executive Officer and Chairman of the Board (the “CEO”), and supersedes in its entirety the RETENTION AGREEMENT entered into by the Company and the CEO as of January 29, 2010.
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • February 9th, 2017 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • New York
This Transitional Services Agreement (this “Agreement”) is made and entered into as of the 3rd day of February, 2017 (the “Effective Date”) between Pfizer Inc., a Delaware corporation, (“Seller Parent”), and ICU Medical, Inc., a Delaware corporation (“Purchaser”) (each, a “Party” and together, the “Parties”).
AMENDMENT 1 TO THE CO-PROMOTION AND DISTRIBUTION AGREEMENT BETWEEN ICU MEDICAL SALES, INC. AND ABBOTT LABORATORIESCo-Promotion and Distribution Agreement • January 16th, 2004 • Icu Medical Inc/De • Surgical & medical instruments & apparatus
AMENDMENT 20 TO THE SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • December 22nd, 2011 • Icu Medical Inc/De • Surgical & medical instruments & apparatus
This Amendment 20 (this “Amendment”), effective this 30th day of November, 2011 is made to the Supply and Distribution Agreement dated April 3, 1995, as amended, between ICU Medical Sales, Inc. (“ICU”) and Hospira, Inc. (“Hospira”) relating to the purchase and sales of certain Products (the “Agreement”).
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed...Asset Purchase Agreement • September 4th, 2009 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 8th day of July, 2009 by and between ICU Medical, Inc., a Delaware corporation (“Buyer”) and Hospira, Inc., a Delaware corporation (“Seller”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2007 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • California
THIS EMPLOYMENT AGREEMENT is made and entered into as of this first day of January 2007, by and between ICU Medical, Inc., a Delaware corporation (“Employer”), and (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 26th, 2006 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • California
THIS EMPLOYMENT AGREEMENT is made and entered into as of this first day of January 2006, by and between ICU Medical, Inc., a Delaware corporation (“Employer”), and George A. Lopez (“Employee”).
STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • November 15th, 2018 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • New York
THIS STOCK PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of November 13, 2018, by and among the purchasers listed on Exhibit A attached hereto (each, a “Buyer” and collectively, the “Buyers”), C.P. Pharmaceuticals International C.V., a commanditaire vennootschap organized under the laws of the Netherlands (“Seller”), and ICU Medical, Inc., a Delaware corporation (the “Company”).
Subject: Retirement & Separation Agreement Dear Scott,Retirement & Separation Agreement • February 28th, 2020 • Icu Medical Inc/De • Surgical & medical instruments & apparatus
As discussed and mutually agreed, your employment with ICU Medical, Inc. (the “Company”) will end on 4/3/20 (the “Separation Date”). On your Separation Date, you shall be entitled to terms summarized in this letter (this “Agreement”) upon satisfaction of the obligations set forth in this Agreement and conditioned upon signing the release agreement at the time of separation and adhering to the terms and conditions in such release agreement:
ICU MEDICAL, INC. ICU MEDICAL (UTAH), INC. 951 CALLE AMANECER SAN CLEMENTE, CALIFORNIA 92673 May 1, 2005 Hospira, Inc. 275 N. Field Drive Building H1, Department 0960 Lake Forest, Illinois 60045-2579 Attention: Chief Executive Officer Re: Asset...Asset Purchase Agreement • May 9th, 2005 • Icu Medical Inc/De • Surgical & medical instruments & apparatus
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2014 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • California
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 21st day of October 2013, by and between ICU Medical, Inc., a Delaware corporation (“Employer”), and George A. Lopez, M.D. (“Employee”).
THIRD AMENDMENT TO THE CO-PROMOTION AND DISTRIBUTION AGREEMENTCo-Promotion and Distribution Agreement • December 22nd, 2011 • Icu Medical Inc/De • Surgical & medical instruments & apparatus
This Amendment 3 (this “Amendment”), effective this 30th day of November, 2011 is made to the Co-Promotion and Distribution Agreement dated February 27, 2001, as amended, between ICU Medical Sales, Inc. (“ICU”) and Hospira, Inc. (“Hospira”) (the “Agreement”).
EXHIBIT 99.1 NEWS RELEASEManufacturing, Commercialization and Development Agreement • March 2nd, 2005 • Icu Medical Inc/De • Surgical & medical instruments & apparatus
RECITALSSafeline Agreement • June 18th, 1998 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • California
Subject: Confidential Agreement Dear Alison,Employment Agreement • May 10th, 2019 • Icu Medical Inc/De • Surgical & medical instruments & apparatus
This letter outlines our mutual agreement in connection with terms and conditions of your employment with ICU Medical. Effective April 1, 2019, you shall retain responsibility for R&D and Product Development Process Efficiency within IV Consumables as Corporate Vice President, Product Development/R&D.
SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • March 1st, 2007 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • California
This Settlement and Release Agreement (the “Agreement”) is made and entered into by and among the following parties: (1) ICU Medical, Inc. (“ICU Medical”) and (2) Fulwider Patton Lee & Utecht LLP (“Fulwider”). (ICU Medical and Fulwider are collectively referred to in this Agreement as “the Parties” and more fully described in Section 1, below).
