SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)     February 25, 2005
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ICU MEDICAL, INC.
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(Exact name of registrant as specified in its charter)

DELAWARE                                        33-0022692         
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(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation)

0-19974
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(Commission File Number)

951 Calle Amanecer, San Clemente, California                     92673  
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(Address of principal executive offices)                      (Zip Code)

(949) 366-2183
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Registrant's telephone number, including area code

N/A
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(Former name or former address, if changed since last report)

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 25, 2005, the Company and Hospira, Inc. ("Hospira") entered
into a twenty-year Manufacturing, Commercialization and Development Agreement
("MCDA"), an Asset Purchase Agreement and a Real Estate Purchase Agreement.
Under the Asset Purchase Agreement and a Real Estate Purchase Agreement, the
Company will acquire Hospira's Salt Lake City, Utah manufacturing facility,
related capital equipment and certain inventories for approximately $35 million
in cash. Hospira currently manufactures most of its critical care products for
sale and distribution in the United States at the Salt Lake City facility. The
purchase price is subject to adjustment based on the net book value of certain
of the assets at closing. The acquisition is expected to close early in the
second quarter of 2005, subject to customary closing conditions.

Under the MCDA, which will become effective on the closing of the
acquisition under the Asset Purchase Agreement and a Real Estate Purchase
Agreement, the Company will produce for sale to Hospira on an exclusive basis
substantially all the products currently manufactured by Hospira at the Salt
Lake City plant. Hospira will retain commercial responsibility for the products
the Company will be producing, including sales, marketing, distribution,
customer contracts, customer service and billing. The majority of the products
the Company will be producing under the MCDA are Hospira's critical care
products, which include medical devices such as catheters, angiography kits and
cardiac monitoring systems. The Company has also committed to fund certain
research and development to improve critical care products and develop new
products for sale to Hospira, and has also committed to provide certain sales
specialist support. The Company's prices and its gross margins on the products
it sells to Hospira under the MCDA will be based on cost savings that the
Company is able to achieve in producing those products over Hospira's current
cost to manufacture those same products. The Company expects to move the
production to its current facilities or other lower-cost locations over the next
several years. The Company estimates that sales under this agreement will exceed
$50 million in 2005, with only small profits, with increasing sales and profits
in future years.

Special Considerations

THESE AGREEMENTS INCREASE THE COMPANY'S DEPENDENCE ON HOSPIRA FOR A SUBSTANTIAL
PORTION OF ITS SALES. ANY CHANGE IN THE ARRANGEMENTS WITH HOSPIRA OR DECLINE IN
THE COMPANY'S SALES TO IT COULD RESULT IN A SIGNIFICANT REDUCTION IN THE
COMPANY'S SALES AND PROFITS.

The Company has substantially increased its sales to Hospira over the
years. In 2003, Hospira accounted for 69% of the Company's sales; this decreased
to 55% in 2004 because Hospira reduced purchases from the Company to reduce its
inventories of the Company's products, and absent the MCDA, the percentage of
the Company's sales accounted for by Hospira would be expected to increase in
2005. The percentage of the Company's sales attributable to Hospira will
increase even further once it begins manufacturing under the MCDA.

In 2004, Hospira substantially reduced its purchases of certain of the
Company's products because it was reducing its inventories of the Company's
products. This caused a significant reduction in the Company's sales and led to
a net loss in the Company's third and fourth quarters of 2004. There is no
assurance that Hospira will not attempt to reduce its inventory of products
manufactured under the MCDA; action of that type could have an adverse effect on
the Company's operations and its profits under the MCDA.

Under the MCDA, The Company will provide certain sales support to
Hospira. However, The Company's ability to maintain or increase level of sales
of these products will depend on Hospira's commitment to and the success of its
sales and marketing efforts.

Under the terms of the Company's agreements with Hospira, including the
MCDA, the Company is dependent on the marketing and sales efforts of Hospira for
a large percentage of its sales and Hospira determines the prices at which the
products that the Company sells to Hospira will be sold to its customers.
Hospira's rights to sell products the Company will produce under the MCDA are
exclusive. If Hospira is unable to maintain its position in the marketplace, or
if Hospira should experience significant price deterioration, the Company's
sales and operations could be adversely affected.

IF HOSPIRA IS UNABLE TO REVERSE THE DECLINE IN SALES OF PRODUCTS PRODUCED
CURRENTLY PRODUCED AT THE SALT LAKE CITY FACILITY, THE COMPANY'S FINANCIAL
PERFORMANCE MAY BE ADVERSELY AFFECTED.

Hospira has experienced in recent years a decline in sales of products
manufactured at the Salt Lake City facility. Hospira has informed the Company
that they have recently commenced efforts to increase sales of those products.
However, there is no assurance that those efforts will be successful. A
continued decline in sales would reduce Hospira's requirements for product that
we plan to produce under the MCDA, and if that occurs, the Company's sales and
operations would be adversely affected.

IF THE COMPANY IS UNABLE TO MANAGE EFFECTIVELY ITS OPERATIONS UNDER THE MCDA,
ITS FINANCIAL PERFORMANCE MAY BE ADVERSELY AFFECTED.

The performance of the MCDA under which the Company will produce
critical care products for Hospira, the acquisition of related manufacturing
assets, the addition of more than 750 production personnel, the relocation of
manufacturing operations, the implementation of new manufacturing and assembly
processes and techniques and the establishment of financial controls will impose
a significant burden on the Company's management, human resources, operating and
financial and accounting functions. The Company will need to expand its
capabilities in each of these areas and devote significant time and effort to
integrating the production under the MCDA with its existing operations, all of
which will divert management's attention from the Company's current operations.
In addition the Company may require additional expertise, capability and
capacity that can best be obtained through other acquisitions.

The Sarbanes-Oxley Act of 2002 imposed significant new requirements on
public companies. Compliance with Section 404 of the Sarbanes-Oxley Act of 2002
requiring that our independent registered public accounting firm audit and
report and on the design and efficacy of internal controls has been extremely
expensive for the Company. Although the Company expects to reduce the expense in
2005, it is uncertain that it will be able to do so because we do not know the
scope of work required at the Salt Lake City facility and the impact, if any, on
the scope of work at its other facilities. Further, there is no certainty that
the Company will receive unqualified reports on its internal controls from its
independent registered public accounting firm and what actions might be taken by
securities regulators if the Company is unable to obtain an unqualified report.

IF THE COMPANY IS UNABLE TO REDUCE SUBSTANTIALLY THE COST OF MANUFACTURING
PRODUCTS THAT IT WILL SELL TO HOSPIRA UNDER THE MCDA, IT MAY NOT BE ABLE TO
PRODUCE AND SELL SUCH PRODUCTS PROFITABLY, AND ITS PROFIT MARGINS MAY DECLINE.

The prices at which the Company will sell products to Hospira and the
gross margins that it will realize under the MCDA will depend on the cost
savings that it is able to achieve in producing those products over Hospira's
cost to manufacture the same products. Achieving substantial cost reductions
will require moving manufacturing operations to lower-cost locations and the
development and implementation of innovative manufacturing and assembly
processes and techniques. There is no assurance that these efforts will be
successful. If the Company is unable to achieve the cost savings that it
expects, it may not be able to sell products manufactured under the MCDA
profitably, and its profit margins may decline.

Forward Looking Statements

This report describes certain of the Company's expectations and beliefs
about its future. These statements about the future are "forward looking
statements." They are based on the best information currently available to the
Company and assumptions that the Company believes are reasonable, but the
Company does not intend the statements to be representations as to future
results. Future results are subject to risks and uncertainties, including those
described above in this report and the Risk Factors in our Current Report on
Form 8-K to the Securities and Exchange Commission dated February 15, 2002,
which is incorporated herein by reference, and actual results in the future may
differ materially from the Company's current expectations. We disclaim any
obligation to update the statements or to announce publicly the result of any
revision to any of the statements contained herein to reflect future events or
developments.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)       Exhibits

99.1     Press release, dated February 28, 2005 announcing Hospira,
Inc. and ICU Medical, Inc. sign a Manufacturing,
Commercialization and Development Agreement for Critical Care
Products.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  March 2, 2005

ICU MEDICAL, INC.

/s/ Francis J. O'Brien
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Francis J. O'Brien
Secretary, Treasurer and
Chief Financial Officer

EXHIBIT 99.1

NEWS RELEASE

For Immediate Release

HOSPIRA MEDIA
Tareta Adams
(224) 212-2535

FINANCIAL COMMUNITY
Lynn McHugh
(224) 212-2363

ICU MEDICAL
MEDIA AND FINANCIAL COMMUNITY
Francis J. O'Brien
(949) 366-2183

John F. Mills 
Integrated Corporate Relations
(310) 395-2215

HOSPIRA AND ICU MEDICAL SIGN MANUFACTURING, COMMERCIALIZATION AND DEVELOPMENT
AGREEMENT FOR CRITICAL CARE PRODUCTS

LAKE FOREST, Ill., and SAN CLEMENTE, Calif., Feb. 28, 2005 -- Hospira,
Inc. (NYSE: HSP), one of the largest hospital products manufacturers in the
United States, and ICU Medical, Inc. (Nasdaq: ICUI), a leading manufacturer of
custom intravenous (I.V.) systems, today announced a strategic manufacturing,
commercialization and development agreement for Hospira's critical care product
line. ICU Medical will purchase Hospira's Salt Lake City manufacturing facility,
and related capital equipment and inventory, for approximately $35 million in
cash,

ICU will assume responsibility for manufacturing the critical care
products currently produced at the plant. Hospira will continue to sell the
critical care products under the Hospira label, and retain commercial
responsibility -- including sales, marketing, customer contracting, customer
service and distribution.

The two companies also have committed to joint product development
efforts on the critical care product line, which includes medical devices such
as catheters, angiography kits and cardiac monitoring systems.

"Combining Hospira's sales and marketing efforts with ICU Medical's
unique expertise in cost-efficient custom manufacturing better positions us to
meet our customers' evolving needs for more specialized critical care products,"
said John Arnott, senior vice president, Global Commercial Operations, Hospira.
"This partnership also provides a strong foundation for future product
advancements in the critical care area."

This new partnership builds on a 10-year relationship between Hospira
and ICU. The completion of the transaction is subject to customary closing
conditions and is expected to close by early second quarter. The deal is
expected to result in a pre-tax charge to Hospira of approximately $20 million.
The charge primarily relates to Hospira's expected obligations to be assumed
under its agreement with ICU as well as a loss on the sale of assets at closing.
Excluding the charge, the deal is not expected to impact the results of
Hospira's 2005 ongoing operations.

"We are thrilled with this opportunity to further expand our portfolio
of custom product offerings and strengthen our relationship with Hospira by
working jointly on future development efforts for custom critical care
products," said George Lopez, M.D., chairman and president, ICU Medical. "This
transaction is an ideal means to capitalize on the expanding custom critical
care market and ICU's core competencies in custom manufacturing."

HOSPIRA AND ICU MEDICAL SIGN MANUFACTURING, 
COMMERCIALIZATION AND DEVELOPMENT AGREEMENT FOR CRITICAL CARE PRODUCTS 
PAGE 2

ABOUT ICU MEDICAL

ICU Medical develops, manufactures and sells medical connectors and
custom intravenous systems. The company's patented manufacturing method of
producing and delivering low-cost, high-quality custom products fast and cost
effectively has made it a leader in the custom I.V. system field.

ABOUT HOSPIRA

Hospira, Inc. is a global specialty pharmaceutical and medication
delivery company dedicated to Advancing Wellness(TM) by developing,
manufacturing and marketing products that help improve the safety and efficacy
of patient care. Created from the core global hospital products business of
Abbott Laboratories, Hospira is a new company with 70 years of service to the
hospital industry. The company's portfolio includes: one of the industry's
broadest lines of generic acute-care injectables, which help address the high
cost of proprietary pharmaceuticals in hospitals; integrated solutions for
medication management and infusion therapy; and the leading U.S. injectable
contract manufacturing business. Headquartered in Lake Forest, Ill., north of
Chicago, Hospira has more than 14,000 employees and 15 manufacturing facilities
worldwide. Hospira's news releases and other information can be found at
www.hospira.com.

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 --
A CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

SOME STATEMENTS IN THIS NEWS RELEASE MAY BE FORWARD-LOOKING STATEMENTS
FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. HOSPIRA
AND ICU MEDICAL CAUTION THAT THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO
RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE INDICATED IN THE FORWARD-LOOKING STATEMENTS. ECONOMIC, COMPETITIVE,
GOVERNMENTAL, TECHNOLOGICAL AND OTHER FACTORS THAT MAY AFFECT HOSPIRA OR ICU
MEDICAL OPERATIONS AND MAY CAUSE ACTUAL RESULTS TO BE MATERIALLY DIFFERENT FROM
EXPECTATIONS INCLUDE THE RISKS AND UNCERTAINTIES SET FORTH IN THE INFORMATION
STATEMENT UNDER THE HEADING "RISK FACTORS" IN THE MOST RECENT VERSION OF THE
HOSPIRA FORM 10 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC), AS WELL
AS THE RISKS AND UNCERTAINTIES SET FORTH IN ICU MEDICAL'S CURRENT REPORT ON FORM
8-K, DATED FEB. 15, 2002, FILED WITH THE SEC; BOTH OF WHICH ARE INCORPORATED BY
REFERENCE. HOSPIRA AND ICU MEDICAL UNDERTAKE NO OBLIGATION TO RELEASE PUBLICLY
ANY REVISIONS TO FORWARD-LOOKING STATEMENTS AS THE RESULT OF SUBSEQUENT EVENTS
OR DEVELOPMENTS.

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