ICU MEDICAL, INC. ICU MEDICAL (UTAH), INC. 951 CALLE AMANECER SAN CLEMENTE, CALIFORNIA 92673 July 8, 2005
ICU MEDICAL,
INC.
ICU MEDICAL (UTAH), INC.
000 XXXXX XXXXXXXX
XXX XXXXXXXX, XXXXXXXXXX 00000
July 8, 2005
Hospira, Inc.
000 X. Xxxxx Xxxxx
Xxxxxxxx X0, Xxxxxxxxxx 0000
Xxxx Xxxxxx, Xxxxxxxx 00000-0000
Attention: Chief Executive Officer
Re: | Manufacturing
Commercialization and Development Agreement dated February 25, 2005 between ICU Medical, Inc. and Hospira, Inc. |
Dear Xx. Xxxxxx:
The
above-referenced Manufacturing Commercialization and Development Agreement was assigned
by Buyer to ICU Medical (Utah), Inc. (“Newco”) by means of an Assignment and
Assumption Agreement dated February 28, 2005 and supplemented and/or amended by a letter
agreement dated February 25, 2005 between ICU Medical, Inc. and Hospira, Inc., a letter
agreement dated May 1, 2005 among ICU Medical, Inc., Newco and Hospira, Inc. (the “May
1 Letter Agreement”) and an undated letter agreement among ICU Medical, Inc.,
Newco and Hospira, Inc. (as supplemented and/or amended, the “Agreement”).
This letter agreement amends the Agreement. Capitalized terms used, but not defined,
in this letter agreement have the meanings ascribed to them in the Agreement. Except as
expressly amended by this letter agreement, the Agreement remains in full force and
effect. In the event of any conflict or inconsistency between this letter agreement and
the Agreement, this letter agreement shall control.
Section
2.7(b)(i)
The
entire text of the four paragraphs immediately following the caption “Section
2.7(b)(i)” in the May 1 Letter Agreement are deleted and of no further force and
effect.
Please indicate
your agreement to the foregoing by singing below.
ICU Medical, Inc. | ICU Medical (Utah), Inc. |
By: /s/ Xxxxxxx X. X’Xxxxx | By: /s/ Xxxxxxx X. X’Xxxxx |
Name: Xxxxxxx X. X’Xxxxx | Name: Xxxxxxx X. X’Xxxxx |
Agreed and Accepted this 13th day of July, 2005 |
|
Hospira, Inc. | |
By: /s/ Xxxxxxxx X. Xxxxxxx | |
Name: Xxxxxxxx X. Xxxxxxx |