0001104659-04-015693 Sample Contracts

HOSPIRA, INC.
Rights Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations • Delaware

Rights Agreement, dated as of April 28, 2004, effective as of April 12, 2004 (the “Agreement”), by and between Hospira, Inc., a Delaware corporation (the “Company”), and EquiServe Trust Company, N.A., a national banking association (the “Rights Agent”).

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AGREEMENT REGARDING CHANGE IN CONTROL
Change in Control Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations • Illinois

THIS AGREEMENT (“Agreement”), is made and entered into as of the day of April, 2004 (the “Effective Date”) by and between Hospira, Inc. (the “Company”) and (the “Executive”);

HOSPIRA 2004 LONG-TERM STOCK INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Director and Hospira (the “Company”);

API SUPPLY AGREEMENT
Api Supply Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations • Illinois

This API Supply Agreement (this “Agreement”), dated as of April 16, 2004 and effective as of May 1, 2004 (the “Effective Date”), is by and between Hospira, Inc., a Delaware corporation (“Hospira”), and Abbott Laboratories, an Illinois corporation (“Abbott”).

Contract
u.s. Transition Services Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations • Illinois

THIS U.S. TRANSITION SERVICES AGREEMENT, dated as of April 16, 2004 and effective as of May 1, 2004, is by and between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), and HOSPIRA, INC., a Delaware corporation (“Hospira”).

Executive] Dear ;
Executive Benefits Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations

This letter sets forth the arrangement between Abbott Laboratories (“Abbott”), Hospira, Inc. (“Hospira”) and yourself, whereby certain 2004 Hospira benefits shall be paid to you on an after-tax basis and deposited into your existing grantor trust[s] which was [were] previously created, or will be newly created, pursuant to your participation in an Abbott benefit plan and your previous elections thereunder (“Trust”) .

SEPARATION AND DISTRIBUTION AGREEMENT by and between ABBOTT LABORATORIES and HOSPIRA, INC. Dated as of April 12, 2004
Separation and Distribution Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations • Illinois

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 12, 2004, is by and between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”) and HOSPIRA, INC., a Delaware corporation (“Hospira”).

HOSPIRA 401(k) SUPPLEMENTAL PLAN
401(k) Supplemental Plan • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations
TRANSITION MARKETING AND DISTRIBUTION SERVICES AGREEMENT
Transition Marketing and Distribution Services Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations • Illinois

THIS TRANSITION MARKETING AND DISTRIBUTION SERVICES AGREEMENT, dated as of April , 2004, is by and between Hospira, Inc., a Delaware corporation (“Hospira”) and , a corporation with its principal place of business as provided in Schedule 7 of this Agreement (“Distributor”) and is effective as of the Effective Time (as defined below).

TAX SHARING AGREEMENT between ABBOTT LABORATORIES on behalf of itself and the ABBOTT AFFILIATES and HOSPIRA, INC. on behalf of itself and the HOSPIRA AFFILIATES
Tax Sharing Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations • Illinois

This Tax Sharing Agreement (the “Agreement”) is entered into as of the day of , 2004, between Abbott Laboratories (“Abbott”), an Illinois corporation, and Hospira, Inc. (“Hospira”), a Delaware corporation.

EMPLOYEE BENEFITS AGREEMENT by and among ABBOTT LABORATORIES, TAP PHARMACEUTICAL PRODUCTS INC. and HOSPIRA, INC. dated April , 2004
Employee Benefits Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations

This Employee Benefits Agreement (this “Agreement”) is made as of April , 2004 by and among Abbott Laboratories (“Abbott”), Hospira, Inc. (“Hospira”) and, solely for purposes of Sections 2.4, 8.7, and 8.8, TAP Pharmaceutical Products Inc. (“TAP”).

INFORMATION TECHNOLOGY AGREEMENT
Information Technology Agreement • May 27th, 2004 • Hospira Inc • Pharmaceutical preparations • Illinois

THIS INFORMATION TECHNOLOGY AGREEMENT, dated as of April 29, 2004 and effective as of May 1, 2004 (the “Effective Date”), is by and between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), and HOSPIRA, INC., a Delaware corporation (“Hospira”).

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