<SEQUENCE>5

<FILENAME>e500533_ex2-4.txt

<DESCRIPTION>TRANSITION SERVICES AGREEMENT DATED 5/1/05

<TEXT>



                          TRANSITION SERVICES AGREEMENT



      This Transition Services Agreement (the "Agreement") is entered into as of

May 1, 2005 by and between Hospira, Inc., a Delaware corporation ("Hospira"),

and ICU Medical (Utah), Inc., a Delaware corporation ("Medical").



                                    RECITALS



      A. Hospira and ICU Medical, Inc., a Delaware corporation ("ICU") have

entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") dated

as of February 25, 2005, providing for the purchase by ICU of certain assets of

Hospira, and a Manufacturing, Commercialization and Development Agreement (the

"MCDA") dated as of February 25, 2005, providing for, among other things, the

manufacture of certain products by ICU and the sale of such products to Hospira.



      B. Pursuant to the Assignment and Assumption Agreement dated February 25,

2005, ICU has assigned, granted, sold, conveyed and transferred all of its

right, title and interest in and to the Asset Purchase Agreement and the MCDA to

Medical, ICU's wholly-owned subsidiary, and Medical has assumed and agreed to

observe and perform all of the duties, terms, provisions and covenants in

connection therewith.



      C. This Agreement is one of the "Transaction Documents" contemplated by

the Asset Purchase Agreement, and the Closing under the Asset Purchase Agreement

is occurring simultaneously with the delivery of this Agreement.



      D. To ensure that the Acquired Assets are transferred to Medical in an

orderly fashion and that the Parties are able to perform under the MCDA as

required, Hospira and Medical wish to provide for certain transition services on

the terms set forth herein.



      NOW, THEREFORE, in consideration of the covenants contained herein, in the

Asset Purchase Agreement and in the MCDA, and for other good and valuable

consideration, the receipt and adequacy of which are hereby acknowledged, the

Parties agree as follows:



                             ARTICLE I DEFINITIONS.



            For purposes of this Agreement, the following terms shall have the

following meanings:



      1.1 "Agreement" has the meaning set forth in the Preamble.



      1.2 "Asset Purchase Agreement" has the meaning set forth in the Recitals.



      1.3 "Business Entity" means any corporation, general or limited

partnership, trust, joint venture, unincorporated organization, limited

liability entity or other entity.



      1.4 "Charge" and "Charges" have the meanings set forth in Section 2.4.



<PAGE>



      1.5 "Facility" has the meaning set forth in the MCDA



      1.6 "FBEC" shall mean the Fully Burdened Employee Cost and shall equal the

cost of the applicable employee including payroll, bonuses, fringe benefits,

travel, depreciation of personal computers, floor space, communication charges

and other applicable costs in accordance with Hospira's historical practices.

The total FBEC shall not exceed two times the base compensation for the

applicable employee.



      1.7 "Governmental Body" - means any: nation, state, county, city, town or

other jurisdiction; federal, state, local municipal, foreign or other

government; or governmental or quasi-governmental authority, including any

agency, branch, department, board, commission, court, tribunal, other entity or

official exercising governmental or quasi-governmental authority.



      1.8 "Hospira" has the meaning set forth in the Preamble.



      1.9 "Hospira Subsidiary" means any Subsidiary of Hospira.



      1.10 "ICU" has the meaning set forth in the Recitals.



      1.11 "ICU Subsidiary" means any Subsidiary of ICU.



      1.12 "Information" means information, whether or not patentable or

copyrightable, in written, oral, electronic or other tangible or intangible

forms, including studies, reports, records, books, contracts, instruments,

surveys, discoveries, ideas, concepts, know-how, techniques, designs,

specifications, drawings, blueprints, diagrams, models, prototypes, samples,

flow charts, data, computer data, disks, diskettes, tapes, computer programs or

other software, marketing plans, customer names, communications by or to

attorneys (including attorney-client privileged communications), memos and other

materials prepared by attorneys or under their direction (including attorney

work product), and other technical, financial, employee or business information

or data.

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