Exhibit 10.21


SETTLEMENT AND RELEASE AGREEMENT


This Settlement and
Release Agreement (the “Agreement”) is made and entered into by and among the
following parties: (1) ICU Medical, Inc. (“ICU Medical”) and (2) Fulwider
Patton Lee & Utecht LLP (“Fulwider”). (ICU Medical and Fulwider are collectively
referred to in this Agreement as “the Parties” and more fully described in Section 1, below).


RECITALS


This Agreement is made by
and among the Parties with reference to the following facts:


A.            ICU
Medical named Fulwider as a defendant in an action filed in the Superior Court
of the
State of California, County of Orange, Case No. 040009340, (the “Action”),
seeking, among other things,
damages arising from acts and omissions relating to Fulwider’s representation
of ICU Medical. The operative pleading is the
“Third Amended Complaint [Etc.]” filed on or about February 21, 2006, by
ICU Medical (the “Third Amended Complaint”).


B.            ICU Medical has also
named Cardinal Health 303, Inc. (formerly known as IVAC Medical Systems, Inc., IVAC Corporation, and
Alaris Medical Systems, Inc.) (“Alaris”) as a defendant in the Third Amended Complaint. The Parties acknowledge that they are
not, through this Agreement, directly or indirectly, settling or
releasing any of ICU Medical’s claims against Alaris.


C.             Without admitting any liability or
wrongdoing, ICU Medical and Fulwider desire, by entering into this Agreement and consummating the transactions
contemplated in this Agreement, to resolve, compromise and settle, amongst
themselves alone, the Action and all disputes, claims, and controversies between or among them which are based
upon, arise out of, relate to, or have any connection with: (1) the
Action; and (2) the filing or maintenance of the Action.


AGREEMENT


NOW, THEREFORE, in consideration of the foregoing
recitals and for good and valuable consideration, the receipt of sufficiency of which is acknowledged, the
Parties, and each of them, warrant, represent, acknowledge, covenant and agree
as follows:


1.             DEFINITIONS


Unless
otherwise defined herein, all capitalized terms used herein shall have the
meanings given such terms in this Agreement. In addition, for the purposes of this
Agreement only, the following
specially defined terms shall have the following meanings:


1.1           Person.
Person shall mean
and include a natural person or person, a group of natural persons acting as individuals, a group of natural
persons acting in a collegial capacity (e.g., as a committee, board of directors, etc.), a
corporation, partnership, limited liability company, joint-venturers, trust, or any other unincorporated
association, business, organization, or enterprise, any government agency, and
any successor-in-interest, heir, executor, administrator, trustee, trustee in bankruptcy,
or receiver of any person or entity.



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1.2          ICU Medical. ICU Medical shall mean
ICU Medical, Inc., a Delaware corporation, and each of its past, present, and future
employees, agents, officers, affiliates, representatives, attorneys, predecessors, successors,
beneficiaries, grantees, transferees and assigns.


1.3          Alaris. Alaris shall mean
Cardinal Health 303, Inc., formerly known as IVAC Medical Systems, Inc., IVAC
Corporation, and Alaris Medical Systems, Inc., and each of its past, present
and future affiliates,
predecessors, successors, beneficiaries, grantees, transferees and assigns.


1.4          Fulwider. Fulwider shall mean
Fulwider Patton Lee & Utecht LLP, a California limited liability
partnership, and each of its past, present, and future partners, employees,
attorneys, insurers, predecessors, successors (including Fulwider Patton LLP),
beneficiaries, grantees, transferees and assigns. The Parties agree that, as used in
this Agreement, the term Fulwider does not include Alaris.


1.5          Fees. Fees shall mean and
include all the fees for professional services rendered by all attorneys,
paralegals, expert consultants and accountants and all expert witness fees, of
any kind whatsoever, inclusive.


1.6          Costs. Costs shall mean and
include all: (1) recoverable costs, including without limitation, disbursements
and invoices of counsel, accountants and experts; and (2) costs as may be
charged by any attorneys, expert consultants, accountants, and expert witness
for photocopying, telephone usage, word processing time, computer research
time, the preparation of demonstrative evidence, the video recording of depositions, postage, travel and
meals, or for any other costs.


1.7          Claim. Claim shall mean any
claims, causes of action, cross-claims, liabilities, obligations, rights,
demands, damages, requests, suits, lawsuits, Fees, Costs, actions,
administrative proceedings, or orders, whether in law or equity, and whether
sounding in tort, contract, nuisance, trespass, negligence, strict liability, or any Federal or State
statutory or common law claim or remedy of any type.


1.8          Effective Date Of This Agreement. The Effective Date of
this Agreement shall be the last
date as of which all Parties have signed this Agreement.


1.9          Conventions. As used in this
Agreement, the singular and masculine gender shall mean also the plural and
feminine or neuter, as may be appropriate; the conjunctive includes the disjunctive and the disjunctive includes the
conjunctive; and “each” and “all” includes each and every.


2. SETTLEMENT PAYMENT


2.1            Amount Of Settlement
Sum. Fulwider shall pay ICU Medical the sum equivalent to the remaining policy limits under the Policy
as of December 22, 2006, which amount is Eight Million Dollars ($8,000,000.00)
(the “Settlement Sum”).


2.2            Payment
Of Settlement Sum. Within
thirty (30) days of the Effective Date of this Agreement, payment shall be wire
transferred to ICU Medical, Inc. in accordance with instructions from ICU Medical. In the event that the full
amount of the Settlement Sum is not transferred on or before the time and date specified in this paragraph
2.2, this Agreement shall be void and the Action re-set for trial.



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3.              DISMISSAL
OF FULWIDER FROM THE THIRD AMENDED COMPLAINT


3.1            Execution, Delivery, and Filing of Request For
Dismissal. Upon confirmation of transfer of the Settlement Sum to ICU Medical, ICU Medical shall cause
its attorneys in the Action, Kohut &
Kohut LLP (the “Kohut firm”), to execute and deliver to the counsel for
Fulwider, George M. Lindahl, of
Lindahl & Beck (“Lindahl & Beck”), the original of that certain “Request
for Dismissal with Prejudice” with
respect to Fulwider only, a copy of which is attached to this Agreement as
Exhibit “A”. Upon receipt of the
Request for Dismissal, Lindahl & Beck is hereby authorized to and shall forthwith cause the Request for Dismissal to be filed
with the Clerk of the Orange County Superior Court.


4.              CONTINUING
EFFECT OF COURT ORDERS


4.1            Court Orders. The Parties agree that
the “Stipulation and Amended Protective Order” (attached as Exhibit “B” to the “Stipulation and
Order re Amendments to the Protective Order Entered by the Court May 27, 2005”
and entered on February 10, 2006 in the Action) (the “Amended Protective Order”) shall
remain in effect as contractual obligations between the Parties, and shall be specifically enforceable
by the Parties. Additionally, Fulwider agrees that, subject to the Amended Protective Order, ICU
Medical is entitled to use, for the purposes of this Action and any subsequent action involving Alaris,
any documents, discovery responses, materials and testimony produced and/or given in the Action.


4.2            Execution, Delivery, and Filing of Stipulation Re:
Return of Injunction Bond. Upon confirmation of transfer of the Settlement
Sum to ICU Medical, Fulwider shall cause Lindahl & Beck to execute and
deliver to the Kohut firm, the original of the “Stipulation Re: Return of
Injunction Bond” with respect to
the Action, a copy of which is attached to this Agreement as Exhibit “B”. The Kohut firm is hereby authorized to cause the
Stipulation Re: Return of Injunction Bond to be filed with the Clerk of
the Orange County Superior Court.


4.3            Additional
Steps Necessary to Return Injunction Bond. Fulwider shall do all other things including, but not limited to, the
execution of additional documents, necessary to cause the release and
return of the Injunction Bond monies to ICU Medical.


5.              DESTRUCTION
OF DOCUMENTS BY FULWIDER


5.1            Destruction
/ Return of Documents. Within thirty (30) days of the payment of the
Settlement Sum, Fulwider shall destroy or
return to ICU Medical all copies of (a) all documents obtained by Fulwider from ICU Medical in
connection with its representation of ICU Medical, (b) all ICU Medical documents obtained by Fulwider in
connection with this Action, and (c) the transcripts (and videotape, if any) of the depositions of Dr.
George Lopez, Frank O’Brien, Rich Costello, Alison Burcar, Evelyn Foss, and Steve Nataupsky taken in
this action. Lindahl & Beck shall provide the Kohut firm with a written declaration from a
partner at Lindahl & Beck confirming that all copies of all such
documents have been recovered from Fulwider and destroyed.


6.              CONFIDENTIALITY


6.1            Confidentiality.
ICU Medical
agrees that neither it nor any of its attorneys or other representatives will hold any press conference or
issue any press release or statement to the media or via the internet
concerning the terms of this Agreement, except as consistent with their
obligations



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under securities laws, rules and regulations and rules
and regulations of any stock exchange or national stock market on which its securities are
listed.


7.             RELEASES


7.1            Releases By
ICU Medical. ICU Medical, for and on behalf of itself and all others, fully and forever
irrevocably releases, acquits, and discharges Fulwider of and from any and all
Claims whether
actual or alleged, known or unknown, suspected or unsuspected, or foreseen or
unforeseen, which
ICU Medical has or asserts against Fulwider by reason of any matter, cause or
thing in any way relating to any
contract (express, oral, written, implied in fact, or implied in law), order,
judgment, liability, matter, cause, fact,
thing, or act or omission on the part of Fulwider occurring or existing at any time prior to the Effective Date arising out
of, relating to, or having any connection with: (1) the Action; and (2) the
filing and maintenance of the Action (collectively, the “Claims Released by ICU
Medical”).


7.2            Releases
By Fulwider. Fulwider, for and on behalf of itself and all
others, fully and forever irrevocably
releases, acquits, and discharges ICU Medical of and from any and all Claims whether actual or alleged, known or unknown,
suspected or unsuspected, or foreseen or unforeseen, which Fulwider has or asserts against ICU Medical
by reason of any matter, cause or thing in any way relating to any
contract (express, oral, written, implied in fact, or implied in law), order,
judgment, liability, matter, cause, fact, thing, or act or omission on the part
of ICU Medical occurring or existing at any
time prior to the Effective Date arising out of, relating to, or having any
connection with: (1) the Action; and
(2) the filing and maintenance of the Action (collectively, the “Claims
Released by Fulwider”).


7.3            Waiver of
Provisions of California Civil Code Section 1542. The Parties, and each of them, acknowledge,
warrant, and represent that they are aware of and familiar with Section 1542 of
the California Civil Code, which
provides as follows:


“A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH
THE DEBTOR.”


The
Parties, after consultation with their respective attorneys, hereby expressly
acknowledge that the effective import of California Civil Code Section 1542 has
been fully explained to them by their attorneys and agree that, notwithstanding the
provisions of California Civil Code Section 1542, the Claims Released by the
ICU Medical and the Claims Released by Fulwider include any and all such Claims that are not known
or suspected to exist at the time of the execution of this Agreement, and, to the fullest extent
necessary to make effective such releases by the Parties of such not known or suspected Claims, the
Parties hereby expressly waive and relinquish all rights and benefits which
they may have under California Civil Code Section 1542 or the law of any other
state or jurisdiction, or common
law principle, to the same or similar effect.


8.             ADDITIONAL
PROVISIONS REGARDING ALL RELEASES


8.1            Releases
Do Not Extend To Certain Obligations. The releases set forth in Section 7, above,
are not intended to, and shall not, extend to or otherwise release or discharge
any rights,



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privileges,
benefits, duties, or obligations of any of the Parties by reason of, or
otherwise arising under, this
Agreement.


8.2         Subsequent
Discovery Of Different Facts. The Parties, and each of
them, acknowledge
that they may hereafter discover facts different from, or in addition to, those
which they now
believe to be true with respect to any and all of the Claims released in this
Agreement. Nevertheless, the Parties, and each of them, agree that each of the
releases set forth in Section 7, above, shall be and remain effective in all
respects, notwithstanding the discovery of different or additional facts. The
Parties, and each of them, hereby waive any mistake of fact or law in any way related to this Agreement.


8.3            No
Assignment Of Claims. Each of the Parties warrants and represents that
none of the
Claims it has released in Section 7, above, has been assigned or transferred,
in whole or in part, by such Party to any Person, and that no other Person
holds any interest in any such Claims. Each of the Parties agrees to
protect, defend, indemnify and hold harmless each of the other Parties from and
against any
such Claims (including, but not limited to, the payment of Fees and Costs
actually incurred,
whether or not litigation is commenced) based on, in connection with, or
arising out of any such
assignment or transfer by such Persons, or purported or claimed assignment or
transfer.


9.             MISCELLANEOUS PROVISIONS


9.1            Amendments. Neither this Agreement,
nor any term set forth in this Agreement, or in the Exhibits to this Agreement, may be changed,
waived, discharged, or terminated, orally or in writing, except that any term of this Agreement may be amended by a
writing signed by the Parties, and the
observance of any such term may be waived (either generally or in a particular
instance either retroactively or prospectively) by a writing signed by the
Parties against whom such waiver is to be asserted.


9.2            Agreement
Voluntarily Entered Into By Each Of The Parties. This Agreement is executed voluntarily by each of the Parties without any duress or undue
influence on the part, or on behalf, of any of them. The Parties represent and
warrant to each other that they have read and fully understand each of
the provisions of this Agreement and have relied on the advice and
representation of competent legal counsel of their own choosing.


9.3            Interpretation. This Agreement shall be
construed according to its fair meaning and not strictly for or against any party. All
references to a document or agreement in this Agreement, shall mean and refer to such document or
agreement as amended to date, even if any such amendment is not referenced
herein. All attached Exhibits are incorporated herein by this reference.


9.4            Reliance
Upon Representations. Each of the Parties acknowledges that, but for the provision of each of the warranties,
representations, and acknowledgements set forth in this Agreement, none
of the other Parties would enter into this Agreement.


9.5            Entire And Integrated Agreement. This Agreement is
intended by the Parties as a final expression of their agreement and is intended to be
a complete and exclusive statement of the agreement and understanding of the
Parties with respect to the subject matters contained in this Agreement. This Agreement supersedes any and
all prior promises, representations, warranties, agreements, understandings, or
undertakings with respect to such subject matters set forth or referred to in
this Agreement.



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9.6           Severability. If any provisions of
this Agreement shall, for any reason or to any extent, be construed by a court
of competent jurisdiction to be invalid or unenforceable, the remainder of this
Agreement shall be interpreted
so as best to reasonably effect the intent of the Parties.


9.7           Time. The time in which an act
under this Agreement is to be done shall be computed by excluding the first
day and including the last day. If the last day of any time period stated
herein shall
fall on a Saturday, Sunday or legal holiday, then the duration of such time
period shall be extended so that it shall end on the next succeeding day which is not a
Saturday, Sunday, or legal holiday. Unless preceded by the word “business” or “Business”,
the word “day” shall mean a calendar day. The phrase “Business Day” shall mean a day on which the Superior
Court of Orange County is open for business.


9.8           Enforcement Of This
Agreement. In the event of any dispute, claim, or litigation based upon, arising out
of, or relating to, the breach, enforcement, or interpretation of any of the provisions of this
Agreement or where any provision of this Agreement is validly asserted as a
defense, the
prevailing party or parties in such dispute, claim, or litigation, shall be
entitled to recover its or their
Fees and Costs which are reasonably incurred from the nonprevailing party or
parties. In addition to the Fees and Costs recoverable under the preceding
sentence, the Parties agree that the prevailing party shall be entitled to recover reasonable Fees and Costs incurred in
connection with the enforcement of a
judgment arising from such action or proceeding. The provisions of the
preceding sentence shall be severable
from the other provisions of this Agreement and shall survive the entry of any
such judgment.


9.9           Governing Law. The Agreement is entered
into and shall be governed, construed, and interpreted in accordance with the substantive and procedural laws and
rules of the State of California.


9.10        Headings. The section titles, captions, and headings
contained in this Agreement are inserted only as a matter of convenience and
for reference, and shall in no way be construed to define, limit, or extend the scope of this Agreement
or the intent of any of its provisions.


9.11        Recitals. The Recitals set forth
at the beginning of this Agreement and the other provisions hereof shall not be admissible to
prove the truth of the matters asserted in such Recitals or other provisions
either in the Action or in any action or proceeding involving any of the
Parties (other than an action or proceeding brought to enforce the terms of this
Agreement), nor do any of the Parties intend such Recitals or other provisions to constitute admissions of
fact by any of them.


9.12        Authorization. Each of the Parties represents and warrants that
(a) it is fully authorized to enter into this Agreement, (b) it has read and fully
understands each of the provisions of the Agreement, (c) it has relied on the
advice and representation of legal counsel of its own choosing with respect to the
matters set forth in this Agreement, (d) it has signed the Agreement
voluntarily, without
any duress or undue influence on the part, or on behalf, of any party, and (e)
the terms of this Agreement are contractual and not merely recitals. In
addition, each of the partnership and corporate Parties represents and warrants that (f) it is
duly organized and existing in good standing under the laws of one of the states of the United States,
(g) it has taken all necessary partnership and corporate and internal legal actions to duly approve the
making and performance of this Agreement and that no further partnership,
corporate or internal approval is necessary, and (h) the making and performance
of this Agreement will not violate any provision of law or the Party’s
Partnership Agreement, Articles of Incorporation, Charter, By-Laws, Articles of
Organization, Conditions, Covenants & Restrictions, or Operating
Agreement, as applicable.



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9.13 Additional Necessary Documents. The Parties, and each of
them, agree to execute such
additional documents as may be reasonably required in order to carry out the
purpose and intent of this Agreement, or to evidence anything contained in this
Agreement.


9.14 Venue; Jurisdiction. Each party hereto (which
includes any assignee, successor, heir or personal representative of a party) consents to
and waives any objection to venue in Orange County, California, and agrees and consents to
personal jurisdiction of the courts of the State of California in any action or proceeding or counterclaim brought by
any party to this Agreement on any matter whatsoever arising out of or in any
way connected with this Agreement. It is the intention of the Parties that these provisions shall be subject to
no exceptions. By execution of this Agreement, the Parties agree that this provision may be filed by
any Party hereto with the clerk or judge before whom any action is instituted. No Party has in any way
agreed with or represented to any other Party that the provisions of
this Section will not be fully enforced in all instances.


9.15 Execution In Counterparts. This Agreement may be
signed by the Parties in counterparts, and the signature pages may be combined to
create a document binding on all of the Parties and together they shall constitute one and
the same instrument. Facsimile signatures shall be effective as original signatures.


9.16 Notice Requirements. Except as otherwise
expressly provided in this Agreement and unless applicable law requires a different method
of giving notice, any and all notices, demands, or other communications
required or desired to be given hereunder by any Party shall be in writing addressed to the Party
to whom such notice, demand, or other communication is to be given at the address set forth
herein and shall be validly given or made to another Party if served personally
or sent via
overnight mail with signature of recipient required. If such notice, demand, or
other communication
is served personally, service shall be conclusively deemed made at the time of
such personal service; if such
notice, demand, or other communication is given by overnight mail, service shall be conclusively deemed made upon confirmation
of delivery by the carrier. Any Party hereto may change its address for the purpose of receiving notices, demands and
other communications as herein provided by a written notice given in the
manner aforesaid to the other Parties hereto:


(a)             Notices
to ICU Medical shall be addressed as follows: ICU Medical, Inc., Chief Financial Officer, 951
Calle Amanecer, San Clemente, California, 92673, with a copy to Laura Kohut, Esq., Kohut & Kohut LLP, 600 Anton Blvd.,
Suite 1075, Costa Mesa, CA 92626.


(b)             Notices to Fulwider
shall be addressed as follows: George M. Lindahl, Esq., Lindahl Beck LLP, 660 South Figueroa Street,
Suite 1500, Los Angeles, CA 90017.


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set
forth opposite their
respective signatures below.


	
  DATED:

  	
  January 2, 2007

  	
   

  	
  Fulwider Patton Lee &
  Utecht LLP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/John Nagy

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its: Partner

  



 



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  DATED:

  	
  January 2, 2007

  	
   

  	
  ICU
  Medical, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Francis J. O’Brien

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its: Chief Financial Officer

  



 



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