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<FILENAME>e500533_ex2-3.txt

<DESCRIPTION>REAL ESTATE PURCHASE AGREEMENT DATED 2/25/05

<TEXT>



                         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 Address of Property: 4455 South Atherton Drive, Salt Lake City,

                            Utah 84123



Purchase Price:             See Sections 2.3 and 2.8 of the Asset Purchase

                            Agreement (as defined below) and Schedule 2.8 to the

                            Asset Purchase Agreement



Title Company               First American Title Insurance Company

                            30 N. LaSalle Street, Suite 310

                            Chicago, Illinois 60602





      The foregoing information (the "Basic Information") is incorporated into

and made a part of this Agreement. Each reference in this Agreement to any of

the Basic Information shall mean the respective information set forth above.

Capitalized terms used in this Agreement without definition shall have the

respective meanings given to them in the Asset Purchase Agreement dated of even

date herewith by and between Seller and Buyer (the "Asset Purchase Agreement").





                                       1

<PAGE>



                         REAL ESTATE PURCHASE AGREEMENT



      This Real Estate Purchase Agreement (the "Agreement") is entered into by

and between the Buyer specified in the Basic Information and the Seller

specified in the Basic Information as of the Effective Date specified in the

Basic Information.



1. Agreement of Purchase and Sale. Buyer agrees to purchase from Seller, and

Seller agrees to sell to Buyer, at the purchase price referred to below, on the

terms and conditions set forth herein, that certain real property located at the

address specified in the Basic Information, as more particularly described on

Exhibit A attached hereto and incorporated herein by reference, together with

all buildings, fixtures and improvements located on such real property and all

rights, easements and privileges appurtenant to such real property

(collectively, the "Real Property"). The "Real Property" shall not include any

personal property. The purchase price for the Real Property and the other assets

purchased by Buyer from Seller pursuant to the Asset Purchase Agreement is

specified in Section 2.3 of the Asset Purchase Agreement and the tax allocation

for the sale of the Real Property and such other assets is set forth on Schedule

2.8 to the Asset Purchase Agreement.



2. Deed. At the Closing (as defined below) Seller shall deliver a recordable

special warranty deed in the form attached hereto as Exhibit B (the "Deed").



3. Survey and Title.



      (a) Buyer has received a copy of the plat of survey of the Real Property,

dated as of April 16, 2004, prepared by Bush & Gudgell, Inc., referred to as Job

No. 46886 (the "Survey").



      (b) Buyer has received a title commitment for an owner's title insurance

policy, a copy of which is attached hereto as Exhibit C (the "Title

Commitment"), issued by the Title Company specified in the Basic Information

covering title to the Real Property, together with copies of all recorded

documents referenced therein.



4. Closing.



      (a) Closing Date. The closing of the transactions contemplated by this

Agreement (the "Closing") shall occur on the Closing Date in accordance with

Section 3.1 of the Asset Purchase Agreement.



      (b) Simultaneous Closing. The parties agree that the Closing and the

closing of the transactions contemplated by the Asset Purchase Agreement shall

occur simultaneously on the Closing Date.



      (c) Seller's Requirements at Closing. At the Closing, Seller shall

deliver, or cause to be delivered, to Buyer the following:



            (i) The Deed for the Real Property in duly recordable form for

            filing in the office of the County Recorder of the County in which

            the Real Property is located.

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