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                                                                    Exhibit 10.4

                              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

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                              TAX SHARING AGREEMENT

        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.

                                R E C I T A L S:

        WHEREAS, the board of directors of Abbott has determined that it is
appropriate and advisable to: (i) separate Abbott's core hospital business from
Abbott's remaining businesses (the "Separation"), which will include the
transfer of the assets (including interests in intangible assets and stock of
subsidiaries) used in connection with the core hospital business to Hospira (the
"Contribution"); and (ii) following the Separation, make a distribution, on a
pro rata basis, to holders of common shares, without par value, of Abbott
(together with the associated preferred stock purchase rights) of all of the
outstanding shares of common stock, par value $0.01 per share, of Hospira
(together with the associated preferred stock purchase rights), owned by Abbott
(the "Distribution") (the date of such Distribution, the "Distribution Date");
and

        WHEREAS, Abbott and Hospira intend that the Contribution and
Distribution and certain other transactions effected as part of the Separation
qualify as Tax-free under Sections 355 and 361 of the Internal Revenue Code of
1986, as amended (the "Code");

        WHEREAS, as of the date hereof, Abbott is the common parent of an
affiliated group of domestic corporations, including Hospira, that has elected
to file consolidated U.S. federal income Tax Returns and, as a result of the
Distribution, neither Hospira nor any of its Affiliates will be a member of such
group after the close of the Distribution Date;

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        WHEREAS, Abbott and Hospira desire to allocate the responsibilities for
various Taxes and to provide for certain additional Tax matters;

        NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained in this Agreement, Abbott and Hospira (each on behalf of
itself, each of its Affiliates as of the Effective Time, and its future
Affiliates) hereby agree as follows:

ARTICLE I.      DEFINITIONS

Section 1.01    Definitions. Reference is made to Section 5.13 regarding the
interpretation of certain words and phrases used in this Agreement. In addition,
for the purpose of this Agreement, the following terms shall have the meanings
set forth below.

"Abbott" has the meaning set forth in the Preamble.

"Abbott Group" means Abbott and all Affiliates of Abbott other than any member
of the Hospira Group.

"Affiliate" means any entity that is directly or indirectly under the Control of
the entity in question.

"After-Tax Amount" means, with respect to any payment under this Agreement, an
additional amount necessary to reflect the increase in Tax that would result
from the receipt or accrual of any payment, using the maximum statutory rate (or
rates, in the case of an item that affects more than one Tax) applicable to the
recipient of such payment for the relevant Tax periods, whether or not an actual
increase occurs, and reflecting any Tax savings available to the recipient.

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

"Bahamian Distribution" has the meaning ascribed to such term in Section
3.01(a).

"Closing Date" means, for any country, the date the TMDS Agreement for that
country terminates.

"Code" has the meaning ascribed to such term in the second WHEREAS clause
hereof.

"Contribution" has the meaning ascribed to such term in the first WHEREAS clause
hereof.

"Control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of an entity, whether
through ownership of voting securities, by contract or otherwise.

"Corresponding Portion of the Tax Detriment" means the product of the Tax
Detriment and a fraction the numerator of which is the amount of the related Tax
Benefit for a taxable period and the denominator of which is the sum of the
related Tax Benefits for all of the relevant taxable periods.

"Covered Transaction Tax" has the meaning ascribed to such term in
Section 3.01(a).

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"Determination" means (i) with respect to U.S. federal income Tax, a
"determination" as defined in Section 1313(a) of the Code or execution of an
Internal Revenue Service Form 870AD and, with respect to a Tax other than U.S.
federal income Tax, any final determination of liability for such Tax that,
under applicable law, is not subject to further appeal, review, or modification
through proceedings or otherwise, (ii) the expiration of a statute of
limitations for making an assessment or filing a claim of refund, or (iii) the
payment of, or incurring liability for, Tax with respect to which the party
paying or incurring such Tax determines that no action should be taken to recoup
such payment or contest such liability.

"Distribution" has the meaning ascribed to such term in the first WHEREAS clause
hereof.

"Distribution Agreement" means the Separation and Distribution Agreement entered
into by and between Abbott and Hospira as the same may be amended.

"Distribution Date" has the meaning ascribed to such term in the first WHEREAS
clause hereof.

"EBA" means the Employee Benefits Agreement entered into by and between Abbott
and Hospira as the same may be amended.

"Effective Time" means 11:59 p.m. Eastern Time on the Distribution Date.

"Employment Taxes" means withholding, payroll, social security, workers
compensation, unemployment, disability, and other similar taxes imposed by any
Tax Authority, and any

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interest, penalties, additions to tax, or additional amounts with respect to the
foregoing imposed on any taxpayer or consolidated, combined, or unitary group of
taxpayers.

"Governmental Authority" means any supranational, international, national,
federal, state, or local court, government, department, commission, board,
bureau, agency, official or other regulatory, administrative or governmental
authority, including The New York Stock Exchange, Inc. and any similar
self-regulatory body under applicable securities laws or regulations.

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

"Hospira Change of Control" means with respect to Hospira: (i) the acquisition
by a Third Party of thirty percent (30%) or more of the combined voting power of
the then outstanding voting securities of Hospira entitled to vote generally in
the election of directors; (ii) over any twenty-four (24) month period,
individuals who constitute the board of directors of Hospira as of the beginning
of the period (the "INCUMBENT BOARD") cease for any reason to constitute at
least a majority thereof, provided that any Person becoming a director during
such period whose election or nomination for election by Hospira's stockholders
was approved in advance by a vote of at least a majority of the Incumbent Board
(either by a specific vote or by approval of the proxy statement of Hospira in
which such Person is named as a nominee for director without objection of
nomination) will be, for purposes of this clause (ii), considered as though such
Person were a member of the Incumbent Board; (iii) the sale or transfer of all
or a substantial portion of the assets of Hospira that are related to Hospira's
performance pursuant to this Agreement (including a divestiture of Hospira's
rights to the Products sold in the Territory),

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directly or indirectly through the sale or transfer of ownership interests in
the assets or the entity owning such assets; or (iv) a merger or combination as
a result of which Hospira's stockholders cease to own at least sixty percent
(60%) of the equity voting power of the merged or combined enterprise.

"Hospira Group" means Hospira and all Affiliates of Hospira.

"ICO Agreement" means the International Commercial Operations Agreement entered
into by and between Abbott and Hospira as the same may be amended.

"Indemnified Party" has the meaning ascribed to such term in Section 5.17(a).

"Indemnifying Party" has the meaning ascribed to such term in Section 5.17(a).

"Internal Distribution" has the meaning ascribed to such term in Section
3.01(b).

"IRS" means the United States Internal Revenue Service.

"Local Closing" means the transactions that occur on the Closing Date.

"Parties" means the parties to this Agreement.

"Person" means an individual, a general or limited partnership, a corporation, a
trust, a joint

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venture, an unincorporated organization, a limited liability entity, any other
entity and any Governmental Authority.

"Post-Distribution Period" means any taxable period or portion of a taxable
period beginning after the Distribution Date.

"Pre-Distribution Period" means any taxable period or portion of a taxable
period ending on or before the Distribution Date.

"Prime Rate" means the rate which Citibank N.A. (or its successors or another
major money center commercial bank agreed to by the parties) announces from time
to time as its prime lending rate, as in effect from time to time.

"Private Letter Ruling" means the private letter ruling issued by the IRS on
December 4, 2003, in connection with the Contribution, Distribution, and related
transactions, including the request for such rulings together with all
supplemental filings and exhibits thereto submitted to the IRS on behalf of
Abbott or its subsidiaries in connection therewith.

"Puerto Rican Ruling" means the ruling, if any, issued by the Treasury
Department of Puerto Rico pursuant to the ruling request filed on behalf of
Abbott, Abbott Laboratories de Puerto Rico, Inc., Hospira, and Hospira Puerto
Rico LLC on ___________, 2004 with respect to the Puerto Rican Transaction,
together with all supplemental filings and exhibits thereto.

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"Puerto Rican Transaction" has the meaning ascribed to such term in Section
3.01(a).

"Remitting Party" has the meaning ascribed to such term in Section 5.17(b).

"Responsible Party" has the meaning ascribed to such term in Section 5.17(b).

"Section 355(e) Event" has the meaning ascribed to such term in Section 3.01(b).

"Separation" has the meaning ascribed to such term in the first WHEREAS clause
hereof.

"Specified Action" has the meaning ascribed to such term in Section 4.02(b).

"Straddle Period" means any taxable period beginning on or before the
Distribution Date and ending after the Distribution Date.

"Tax" means: (i) any income, net income, gross income, gross receipts, profits,
capital stock, franchise, property, ad valorem, stamp, excise, severance,
occupation, service, sales, use, license, lease, transfer, import, export,
customs duties, value added, alternative minimum, estimated or other similar tax
(including any fee, assessment, or other charge in the nature of or in lieu of
any tax) imposed by any Tax Authority, and any interest, penalties, additions to
tax or additional amounts with respect to the foregoing imposed on any taxpayer
or consolidated, combined or unitary group of taxpayers; and (ii) any Employment
Tax.

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"Tax Authority" means, with respect to any Tax, the governmental entity or
political subdivision thereof that imposes such Tax, and the agency (if any)
charged with the collection of such Tax for such entity or subdivision.

"Tax Benefit" means the reduction in Tax that should result from any item of
loss, deduction, or credit (or any other item), whether or not an actual
reduction in Tax occurs, including any interest with respect thereto or interest
that would have been payable but for such item, net of any Tax on such interest.
For purposes of calculating the amount of any Tax Benefit, the maximum statutory
rate (or rates, in the case of an item that affects more than one Tax)
applicable to each item of income, gain, loss, deduction, or credit (or any
other item) shall be used.

"Tax Contest" means an audit, review, examination, or any other administrative
or judicial proceeding with the purpose or effect of redetermining any Tax
(including any administrative or judicial review of any claim for refund).

"Tax Detriment" means the increase in Tax that should result from any item of
income or gain (or any other item), whether or not an actual increase in Tax
occurs, including any interest with respect thereto, net of any Tax savings
attributable to such interest. For purposes of calculating the amount of any Tax
Detriment, the maximum statutory rate (or rates, in the case of an item that
affects more than one Tax) applicable to each item of income, gain, loss,
deduction, or credit (or any other item) shall be used.

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"Tax Package" means the information and documents in the possession of the
Hospira Group that are reasonably necessary for the preparation of a Tax Return
of the Abbott Group with respect to a Pre-Distribution Period, assembled in all
material respects in accordance with the standards that Abbott has heretofore
applied to divisions and Affiliates.

"Tax Records" means all records relating to any Tax, including without
limitation Tax Returns, journal vouchers, cash vouchers, general ledgers,
material contracts, Tax Return workpapers and schedules, appraisal reports,
authorizations for expenditures, and documents relating to rulings or other
Determinations by any Tax Authority.

"Tax Return" means any report of Tax due, any claims for refund of Tax paid, any
information return with respect to Tax, any election made with respect to Tax,
or any other similar report, statement, declaration, or document required to be
filed under the Code or other law with respect to Tax, including any
attachments, exhibits, or other materials submitted with any of the foregoing,
and including any amendments or supplements to any of the foregoing for any
taxpayer or consolidated, combined, or unitary group of taxpayers.

"TMDS Agreement" means any of the Transition Marketing and Distribution Services
Agreements by and between Hospira and a non-U.S. Affiliate of Abbott as the same
may be amended.

"Third Party" means any Person other than Abbott, any Abbott Affiliate, Hospira
and any Hospira Affiliate.

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"Transition Period Tax" has the meaning ascribed to such term in Section 3.02.

"U.S. Transferred Employee" has the meaning set forth in the Employee Benefits
Agreement by and between Abbott and Hospira.

ARTICLE II.     RESPONSIBILITY FOR TAX

Section 2.01    Responsibility for Tax.

   (a)  Except as specifically provided in any of the agreements contemplated by
        the Distribution Agreement, including the EBA with respect to Employment
        Taxes, Abbott shall be responsible for, and shall indemnify and hold
        harmless the Hospira Group from any liability for (i) any Tax imposed by
        any Tax Authority on Abbott or an Abbott Affiliate, including Hospira
        and all Hospira Affiliates, for any Pre-Distribution Period, except any
        Covered Transaction Tax for which Hospira is responsible under Section
        3.01(b); and (ii) any Tax imposed by any Tax Authority on any member of
        the Abbott Group for any Post-Distribution Period, except any Transition
        Period Tax for which Hospira is responsible under Section 3.02.

   (b)  Except as specifically provided in any of the agreements contemplated by
        the Distribution Agreement, including the EBA with respect to Employment
        Taxes, Hospira shall be responsible for, and shall indemnify and hold
        harmless the Abbott Group from any liability for (i) any Tax imposed by
        any Tax Authority on Hospira or a Hospira Affiliate for any
        Post-Distribution Period; (ii) any Covered Transaction Tax for which

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        Hospira is responsible under Section 3.01(b); and (iii) any Transition
        Period Tax for which Hospira is responsible under Section 3.02.

   (c)  The responsibility for any Tax incurred in a Straddle Period by any
        member of the Hospira Group shall be allocated between the
        Pre-Distribution Period and the Post-Distribution Period as if such
        member closed its financial accounting records as of the Effective Time
        and determined the Tax attributable to the Pre-Distribution Period by
        applying the method of tax accounting that has historically been used
        for the business of such member.

Section 2.02    Refunds, Tax Benefits, and Other Allocations

   (a)  Refunds and Carrybacks.

        (i)     Abbott Refunds. Except as provided in Section 2.02(a)(iv) below,
                Abbott shall be entitled to all refunds (including refunds paid
                by means of a credit against other or future Tax liabilities)
                and credits with respect to any Tax for which Abbott is
                responsible under Section 2.01(a).

        (ii)    Hospira Refunds. Hospira shall be entitled to all refunds
                (including refunds paid by means of a credit against other or
                future Tax liabilities) and credits with respect to any Tax for
                which Hospira is responsible under Section 2.01(b).

        (iii)   Payment of Refunds. Except as provided in Section 2.02(a)(iv),
                Hospira shall forward to Abbott, or reimburse Abbott for, any
                refunds due Abbott (pursuant to the terms of this Section
                2.02(a)) after receipt thereof (less any Tax Detriment
                attributable to such refunds), and Abbott shall forward to
                Hospira, or reimburse

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                Hospira for, any refunds due Hospira (pursuant to the terms of
                this Section 2.02(a)) after receipt thereof (less any Tax
                Detriment attributable to such refunds). In the case of a refund
                received in the form of a credit against other or future Tax
                liabilities, reimbursement with respect to such refund shall be
                due in each case on the due date for payment of the Tax against
                which such refund has been credited. Any payment required to be
                made pursuant to this Section 2.02(a)(iii) shall be made within
                thirty (30) days of the receipt of the refund. If Abbott
                reasonably so requests, Hospira, at Abbott's expense, shall file
                for and pursue any refund to which Abbott is entitled under this
                Section 2.02(a). If Hospira reasonably so requests, Abbott, at
                Hospira's expense, shall file for and pursue any refund to which
                Hospira is entitled under this Section 2.02(a). The Party making
                a payment pursuant to this Section 2.02(a)(iii) must deliver
                with the payment a statement describing in reasonable detail the
                basis for the calculation of the amount being paid.

        (iv)    Carrybacks.

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            1)  The Hospira Group shall be entitled to any refund of Abbott's
                Tax for a Pre-Distribution Period resulting from carrying back
                any item of loss, deduction or credit that arises in any
                Post-Distribution Period of Hospira only to the extent that (A)
                Abbott has no item of loss, deduction, or credit that can be
                carried back to such taxable period and (B) such carryback does
                not have a material adverse impact on Abbott, as reasonably
                determined by Abbott. If Abbott receives any such refund, it
                shall pay the portion thereof to which Hospira is entitled
                within thirty (30) days of the later of (C) a Determination with
                respect to Abbott's Tax for such Pre-Distribution Period or (D)
                a Determination with respect to Hospira's Tax for the
                Post-Distribution Period that gave rise to the refund received
                by Abbott; PROVIDED, HOWEVER, that if Hospira provides Abbott
                with a letter of credit in a form reasonably acceptable to
                Abbott and issued by a major money center commercial bank
                reasonably acceptable to Abbott not expiring before the later of
                clause (C) or (D) of this Section 2.02(a)(iv)(1), then Abbott
                shall pay to Hospira that portion of the refund covered by the
                letter of credit no later than thirty (30) days after receipt of
                the refund or of the letter of credit, whichever is later.

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            2)  If Hospira has a loss or other Tax attribute for any
                Post-Distribution Period that is to be carried back to any
                Pre-Distribution Period, Hospira shall notify Abbott that such
                item should be carried back. Such notification shall include a
                description in reasonable detail of the grounds for the refund
                and the amount thereof, and a certification by an appropriate
                officer of Hospira setting forth Hospira's belief, based on a
                thorough examination of the facts and Tax law relating to the
                Tax treatment of such item, that the Tax treatment of such item
                is supported by "substantial authority" within the meaning of
                Section 6662 of the Code (and the Treasury Regulations
                thereunder) or, where applicable, any analogous provision of
                state or local law. Abbott, at Hospira's expense, shall
                cooperate with Hospira in connection with the filing and
                processing of any Hospira carryback and shall provide Hospira
                with copies of all correspondence related thereto.

            3)  If Abbott pays any amount to Hospira under Section
                2.02(a)(iv)(1) and, as a result of a subsequent Determination,
                Hospira is not entitled to all or any part of such amount,
                Abbott shall notify Hospira of the amount to be repaid to Abbott
                and provide a description in reasonable detail of the manner in
                which such amount was calculated. Hospira shall pay such amount
                to Abbott within thirty (30) days of such notification.

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            4)  Any payment required to be made by Abbott pursuant to this
                Section 2.02(a)(iv) shall bear interest at the Prime Rate plus
                two percent from the date a refund is received by Abbott. Any
                payment required to be made by Hospira pursuant to this Section
                2.02(a)(iv) shall bear interest at the Prime Rate plus two
                percent beginning thirty (30) days after Abbott notifies Hospira
                of the amount to be repaid. Such interest shall be paid at the
                same time as the payment to which it relates.

   (b)  Effect of Audit Adjustments.

        Notwithstanding Section 2.01 --

        (i)     Payments by Hospira to Abbott. Except as provided in Sections
                3.01(b) and 3.02, if as a result of a Determination, any
                adjustment shall be made to any Tax Return relating, in whole or
                in part, to Tax for which any member of the Abbott Group is
                responsible, and if such adjustment results in both (x) a Tax
                Detriment to any member of the Abbott Group for any taxable
                period and (y) a Tax Benefit to any member of the Hospira Group
                for any Post-Distribution Period, then Hospira shall pay to
                Abbott an amount equal to the lesser of the Tax Benefit for each
                taxable period and the Corresponding Portion of the Tax
                Detriment.

        (ii)    Payments by Abbott to Hospira. If as a result of a
                Determination, any adjustment shall be made to any Tax Return
                relating, in whole or in part, to Tax for which the Hospira
                Group is responsible, and if such adjustment results in both (x)
                a Tax Detriment to any member of the Hospira Group for any
                Post-Distribution Period and (y) a Tax Benefit to any member of
                the Abbott Group for any taxable period,

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                then Abbott shall pay to Hospira an amount equal to the lesser
                of the Tax Benefit for such taxable period and the Corresponding
                Portion of the Tax Detriment.

        (iii)   Timing of Payments. Any payment required to be made pursuant to
                this Section 2.02(b), shall be made the later of (x) thirty (30)
                days after the Determination that results in such payment
                pursuant to this Section 2.02(b) and (y) the due date of the Tax
                Return that includes the Tax Benefit that gives rise to the
                requirement for such payment.

   (c)  Other Allocations

        (i)     Research and Experimentation Credit Base Period. Abbott shall
                reasonably make the allocations to Hospira required under
                Section 41(f)(3) of the Code. Hospira agrees that it shall not
                file any Tax Return that is inconsistent with the amount of
                qualified research expenditures and gross receipts allocated to
                it by Abbott.

        (ii)    Allocation of Earnings and Profits. The allocation of earnings
                and profits between Abbott and Hospira shall be reasonably
                determined by Abbott pursuant to Section 312(h) of the Code and
                the Treasury Regulations thereunder. A preliminary allocation of
                earnings and profits through December 31, 2002, shall be
                provided no later than forty-five (45) days after Abbott
                receives the allocation from the public accounting firm that
                prepares such allocation, but no later than September 30, 2004.
                The allocation of earnings and profits from January 1, 2003,
                through the Distribution Date shall be provided no later than
                December 31, 2005.

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        (iii)   Revised Allocations. The allocations made under this Section
                2.02(c) shall be revised by Abbott to reflect each subsequent
                Determination that affects such allocations for any
                Pre-Distribution Period. Each revised calculation shall be
                provided to Hospira within 120 days of the Determination to
                which the revision relates.

        (iv)    Review of Allocations. Hospira shall have the right to review
                the accuracy, but not the methodology, of any allocation made
                under this Section 2.02(c). Hospira shall notify Abbott of any
                disagreement within forty-five (45) days of being notified of
                any allocation. Any dispute shall be resolved pursuant to the
                procedures provided by this Agreement.

Section 2.03    Option Deductions.

   (a)  Except as provided in Section 2.03(b), upon the exercise of any option
        to purchase Abbott stock, Abbott shall claim any Tax deduction
        attributable to such exercise on its Tax Returns and Hospira shall not
        claim such deduction on its Tax Returns. On the exercise of any option
        to purchase Hospira stock, Hospira shall claim any Tax deduction
        attributable to such exercise on its Tax Returns and Abbott shall not
        claim such deduction on its Tax Returns.

   (b)  Abbott and Hospira agree to file all Tax Returns on the basis that (i)
        any Abbott restricted stock and (ii) any option to purchase Abbott stock
        held by an employee of Hospira was granted to such individual by Abbott
        in connection with the performance of services for Abbott. To the extent
        any Tax deduction claimed by Abbott attributable to the exercise of such
        options is disallowed to Abbott, and a Tax Authority makes a
        Determination that

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        Hospira is entitled to such deduction, Abbott shall notify Hospira of
        the receipt of such Determination, promptly after receipt thereof, and
        Hospira shall pay to Abbott the lesser of the amount of its Tax Benefit
        and the amount of the corresponding Tax Detriment in accordance with
        Section 2.02(b). To the extent any Tax deduction claimed by Hospira
        attributable to the exercise of an option to purchase Hospira stock is
        disallowed to Hospira, and a Tax Authority makes a Determination that
        Abbott is entitled to such deduction, Hospira shall notify Abbott of the
        receipt of such Determination, promptly after receipt thereof, and
        Abbott shall pay to Hospira the lesser of the amount of its Tax Benefit
        and the amount of the corresponding Tax Detriment in accordance with
        Section 2.02(b). The provisions of this Section 2.03 shall apply MUTATIS
        MUTANDIS to restricted shares, disqualifying dispositions to which
        Section 421(c) of the Code applies, and other equity based compensation.

Section 2.04    Tax Returns.

   (a)  Abbott shall prepare and timely file all Tax Returns for
        Pre-Distribution Periods for Abbott and all of its Affiliates, including
        Hospira and all of its Affiliates, and all Tax Returns for Straddle
        Periods for all members of the Abbott Group. In connection with each
        federal, state, local, and foreign Tax Return that is required under
        this Agreement to be filed by Abbott for taxable periods ending in 2004,
        Hospira shall provide Abbott, no later than November 30, 2004, with a
        Tax Package for the purpose of preparing such Tax Return. Hospira shall
        provide a supplemental Tax Package with respect to each such Tax Return,
        if necessary, no later than January 31, 2005, and Hospira shall timely
        furnish to Abbott additional Tax information and documents as Abbott may
        reasonably request. With respect to any information required to be
        provided by Hospira pursuant to this

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        Section 2.04(a), (i) Abbott shall utilize such information in the
        preparation of the appropriate Tax Returns as provided by Hospira,
        except to the extent (a) Hospira provides its prior written consent to
        change any such information, or (b) Abbott determines in good faith that
        such information is inaccurate or incomplete in a material respect, and
        (ii) Hospira agrees to indemnify and hold harmless Abbott and its
        Affiliates from and against any cost, fine, penalty, or other expense of
        any kind attributable to the misconduct or negligence of Hospira or any
        of its Affiliates in supplying Abbott with inaccurate or incomplete
        information. An appropriate officer of Hospira shall provide a
        certification that, to such officer's best knowledge and belief, any and
        all information provided pursuant to this Section 2.04(a) is accurate
        and complete. If Hospira fails to provide any information required by
        this Section 2.04(a) within the time period specified, Abbott may file
        the applicable Tax Returns based on the information available at the
        time such Tax Returns are due and Hospira shall indemnify and hold
        harmless Abbott and its Affiliates from Taxes or other costs imposed on
        Abbott or any of its Affiliates but only to the extent resulting from
        Hospira's failure to provide such information in a timely manner. In
        addition, Hospira shall provide Abbott with all documents and
        information, and make available employees and officers of Hospira and
        Hospira Affiliates as Abbott reasonably requests to prepare and file any
        Tax Return for any Pre-Distribution Period (including any claims for
        refunds described in Section 2.02(a)) or to conduct any Tax Contest with
        respect to any such Tax Return.

   (b)  Hospira shall prepare and timely file all Tax Returns for Straddle
        Periods for all members of the Hospira Group. If Abbott is responsible
        under Section 2.01(a) for a portion of any Tax reported on a Straddle
        Period Tax Return for any member of the Hospira Group,

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        Hospira shall provide Abbott with a copy of such Tax Return at least
        thirty (30) days prior to its due date. Abbott shall notify Hospira of
        any disagreement within 20 days of Abbott's receipt of such Tax Return.
        Any dispute shall be resolved pursuant to the procedures provided by
        this Agreement.

   (c)  Hospira shall not file (or allow any member of the Hospira Group to
        file) any amended Tax Return for any Pre-Distribution Period.

   (d)  Abbott shall provide Hospira with notice of any Tax election that Abbott
        intends to file for any member of the Hospira Group on any Tax Return
        for any Pre-Distribution Period within forty-five (45) days before such
        Tax Return will be filed. Hospira shall have the right to review such
        elections and request, within 15 days of such notice, that an
        alternative election be made. If Abbott reasonably determines that such
        alternative election will not result in any increased Tax liability or
        reduced Tax attribute of Abbott or any Abbott Affiliate, Abbott shall
        comply with such request.

Section 2.05    Cooperation, Exchange of Information, and Tax Records.

   (a)  Cooperation and Exchange of Information. Each Party shall provide to the
        other such cooperation and information as reasonably may be requested in
        connection with (i) filing any Tax Return, amended return or claim for
        refund, (ii) determining a liability for Tax or a right to a refund of
        Tax, or (iii) participating in or conducting any Tax Contest. Such
        cooperation and information shall include providing copies of relevant
        Tax Records. Each Party shall devote the personnel and resources
        necessary in order to carry out this Section 2.05(a) and shall make its
        employees available on a mutually convenient basis to

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        provide explanations of any documents or information provided hereunder.
        Each Party shall carry out its responsibilities under this Section
        2.05(a) charging to the other only the out-of-pocket costs actually
        incurred. Any information obtained under this Section 2.05(a) shall be
        kept in strict confidence, with at least the same degree of care that
        applies to Abbott's confidential and proprietary information pursuant to
        policies in effect as of the Effective Time, except as otherwise may be
        necessary in connection with the filing of Tax Returns or claims for
        refund or in conducting an audit or other proceeding. Hospira shall
        execute all necessary or appropriate forms, including powers of
        attorney, reasonably requested by Abbott in connection with any action
        taken by Abbott pursuant to this Agreement.

   (b)  Record Retention. Each of Abbott and Hospira shall retain all Tax
        Records in its possession as of the Effective Time relating to any
        Pre-Distribution Period that are relevant to the other Party for
        purposes described in Section 2.05(a) until such time as the other Party
        shall consent to the disposition of such Tax Records, which consent
        shall not be withheld unreasonably.

Section 2.06    Tax Contests.

   (a)  Notice. Each Party shall provide prompt notice to the other Party of any
        pending or threatened Tax audit, assessment, or proceeding, or other Tax
        Contest, of which it becomes aware, related to Tax for which it is
        indemnified by the other Party hereunder. Such notice shall contain
        factual information (to the extent known) describing any asserted Tax
        liability in reasonable detail and shall be accompanied by copies of any
        notice and other documents received from any Tax Authority with respect
        to any such

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        matters. If an Indemnified Party has knowledge of an asserted Tax
        liability with respect to a matter for which it is to be indemnified
        hereunder and such Party fails to give the Indemnifying Party prompt
        notice of such asserted Tax liability, then (i) if the Indemnifying
        Party is precluded from contesting the asserted Tax liability in any
        forum as a result of the failure to give prompt notice, the Indemnifying
        Party shall have no obligation to indemnify the Indemnified Party for
        any Tax resulting from such assertion of Tax liability, and (ii) if the
        Indemnifying Party is not precluded from contesting the asserted Tax
        liability in any forum, but such failure to give prompt notice results
        in a monetary detriment to the Indemnifying Party, then any amount that
        the Indemnifying Party is otherwise required to pay the Indemnified
        Party pursuant to this Agreement shall be reduced by the amount of such
        detriment.

   (b)  Control of Tax Contests.

        (i)     Hospira. Hospira shall have full responsibility and discretion
                in conducting, including settling, any Tax Contest involving a
                Tax for which it is responsible under Section 2.01(b), except
                for any Tax Contest involving any Covered Transaction Tax for
                which Hospira is responsible under Section 3.01(b) and any
                Transition Period Tax for which Hospira is responsible under
                Section 3.02.

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        (ii)    Abbott. Abbott shall have full responsibility and discretion in
                conducting, including settling, any Tax Contest involving (x)
                any Tax for which it is responsible under Section 2.01(a), (y)
                any Covered Transaction Tax for which Hospira is responsible
                under Section 3.01(b), except as provided in paragraph (iii),
                below and (z) any Transition Period Tax for which Hospira is
                responsible under Section 3.02. Abbott shall consult in good
                faith with Hospira in connection with any Tax Contest described
                in clauses (y) or (z) of this Section 2.06(b)(ii).

        (iii)   Covered Transaction Taxes. Hospira shall have the right to
                participate in the conduct of a Tax Contest related to Covered
                Transactions Taxes as a result of the application of Section
                355(e) of the Code if, and only if, (x) Hospira has acknowledged
                in writing its liability for such Covered Transaction Tax, (y)
                Hospira shall have provided Abbott with a letter of credit in a
                form reasonably acceptable to Abbott and issued by a major money
                center commercial bank reasonably acceptable to Abbott, not
                expiring before a Determination has occurred with respect to
                Abbott's Tax for the Post-Distribution Period that gave rise to
                the Covered Transactions Tax at issue, and in an amount equal to
                the maximum amount of Covered Transaction Tax at issue in the
                Tax Contest and (z) no Tax Return of any member of the Abbott
                Group with respect to which any member of the Abbott Group may
                reasonably be viewed as having an actual or potential liability
                for any Tax not indemnified against by Hospira is held open as a
                result of such Tax Contest. Abbott shall not settle any Tax
                Contest described in this paragraph (iii) without the consent of
                Hospira, which consent shall not be unreasonably withheld.

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ARTICLE III.    TRANSACTIONS TAX

Section 3.01    Transactions Tax.

   (a)  General. Except as otherwise provided in Section 3.01(b), Abbott shall
        be responsible for, and shall indemnify and hold harmless the Hospira
        Group from any and all (i) liabilities sustained by Abbott or Hospira as
        a result of the Distribution failing to qualify as Tax-free to the
        Abbott shareholders pursuant to Section 355(a) of the Code, and (ii)
        federal, state, local, and foreign Tax imposed by any Tax Authority on
        Abbott or any Abbott Affiliate as a result of (w) the failure of any of
        the transactions described in the Private Letter Ruling to be treated as
        provided in such ruling; (x) the failure of the distribution of the
        stock of Hospira Ltd., a Bahamas corporation, (the "Bahamian
        Distribution") to qualify for Tax-free treatment under Sections 355 and
        361 of the Code; (y) the failure of any of the transactions described in
        the Puerto Rican Ruling (the "Puerto Rican Transaction") to be treated
        as provided in such ruling; and (z) the inclusion, or taking into
        account, of any income or gain by Abbott or its Affiliates (including
        any member of the Hospira Group) under Treasury Regulations Section
        1.1502-13 or 1.1502-19 (or any corresponding provisions of other
        applicable Tax laws) as a result of the Distribution (collectively
        "Covered Transaction Tax").

   (b)  Inconsistent Acts and Events. Hospira shall be responsible for, and
        shall indemnify and hold harmless the Abbott Group from and against any
        liability for, any Covered Transaction Tax (including without limitation
        reasonable attorney fees and other costs incurred in connection
        therewith) resulting from (i) any breach by any member of the

                                     - 25 -
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        Hospira Group of any of the representations or covenants under Article
        IV hereof, (ii) any Specified Action performed by any member of the
        Hospira Group (whether or not Section 4.02(e) is complied with), and
        (iii) any Section 355(e) Event with respect to Hospira (whether or not
        such Section 355(e) Event is caused by a Specified Action). A Section
        355(e) Event with respect to Hospira means any event, involving the
        stock of Hospira or a Hospira Affiliate or assets of any member of the
        Hospira Group, that causes the Distribution, the distribution described
        in the Private Letter Ruling by Abbott Laboratories, Inc. of the stock
        of Hospira Worldwide, Inc. (the "Internal Distribution"), or the
        Bahamian Distribution to be a taxable event to any member of the Abbott
        Group as the result of the application of Section 355(e) of the Code.

Section 3.02    Transition Period Tax. Notwithstanding Section 2.02(b)(i),
if, as a result of a Determination, any member of the Abbott Group incurs a
Tax Detriment for a Post-Distribution Period with respect to any transaction
undertaken pursuant to any of the TMDS Agreements or the ICO Agreement, other
than a transaction to effect a Local Closing, Hospira shall be responsible
for, and shall indemnify and hold harmless the Abbott Group from and against
any liability for, an amount equal to 50 percent of the sum of such Tax
Detriment, reasonable attorney fees, and other costs incurred therewith (the
"Transition Period Tax") whether or not any Tax Benefit results to any member
of the Hospira Group; PROVIDED, HOWEVER, that Hospira shall indemnify Abbott
for 100 percent of any Transition Period Tax if there is: (i) a merger or
consolidation of Hospira; (ii) the sale of all or substantially all of the
assets of Hospira; or (iii) the acquisition by a Third Party of at least 30%
of the combined voting power of the then-outstanding securities of Hospira
entitled to vote generally in the election of directors, in each case so long
as the resulting, surviving or transferee person assumes all the obligations
of the assignor hereunder by operation of law or pursuant to an agreement in
form and substance reasonably satisfactory to Abbott and Abbott agrees to
waive this proviso (which agreement shall not be unreasonably withheld,
delayed, or conditioned). It shall not be deemed to be unreasonable for Abbott
to withhold consent to such an assignment on the basis that the proposed
assignee is a competitor of Abbott.

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ARTICLE IV.     REPRESENTATIONS AND COVENANTS

Section 4.01    Representations.

   (a)  Abbott represents that, as of the date of this Agreement, neither it nor
        any of its Affiliates knows of any fact that would jeopardize the Tax
        treatment of the transactions provided by the Private Letter Ruling or
        the Puerto Rican Ruling, or that otherwise would result in a Covered
        Transaction Tax.

   (b)  Hospira represents that, as of the date of this Agreement, neither it
        nor any of its Affiliates knows of any fact that would jeopardize the
        Tax treatment of the transactions provided by the Private Letter Ruling
        or the Puerto Rican Ruling, or that otherwise would result in a Covered
        Transaction Tax.

   (c)  Abbott represents that, as of the date of this Agreement, neither it nor
        any of its Affiliates has any plan or intention to take any action that
        is inconsistent with the Tax treatment of the transactions provided by
        the Private Letter Ruling or the Puerto Rican Ruling, or that otherwise
        would result in a Covered Transaction Tax.

   (d)  Hospira represents that, as of the date of this Agreement, neither it
        nor any of its Affiliates has any plan or intention to take any action
        that is inconsistent with the Tax treatment of the transactions provided
        by the Private Letter Ruling or the Puerto Rican Ruling, or that
        otherwise would result in a Covered Transaction Tax.

   (e)  Hospira represents that, as of the date of this Agreement, neither it
        nor any of its Affiliates has entered into any agreement, understanding,
        arrangement, or substantial negotiation with respect to any transaction
        or event (including stock issuances, option

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        grants, capital contributions, acquisitions, and changes in the voting
        power of any of its stock), that may cause Section 355(e) of the Code to
        apply to the Distribution, the Internal Distribution, or the Bahamian
        Distribution.

Section 4.02    Covenants.

   (a)  Successor Employer. In connection with the Distribution, Abbott and
        Hospira covenant and agree to treat Hospira as a "successor employer"
        pursuant to the alternate procedures in Revenue Procedure 96-60 for
        payroll Tax reporting purposes. Hospira shall assume reporting
        responsibilities for filing Forms W-2 and other payroll Tax forms for
        the U.S. Transferred Employees for the entire 2004 calendar year. Abbott
        covenants and agrees to cooperate in the administration and
        implementation of the alternate procedures for successor payroll
        processing provided by Revenue Procedure 96-60 and not to report such
        compensation on any basis inconsistent therewith to any governmental
        authority. Hospira covenants and agrees to indemnify and reimburse
        Abbott for any costs of responding to any notices received from any
        governmental authority, the costs of defending the position that Hospira
        qualifies as a "successor employer" before any governmental agency, and
        any additional Taxes, fines, penalties, and/or interest imposed on
        Abbott if such position ultimately is found to be incorrect.

   (b)  Conduct. Hospira covenants and agrees that it shall not take, and it
        shall cause its Affiliates to refrain from taking, any action that
        reasonably may be expected to result in any increased Tax liability or
        reduced Tax attribute of any member of the Abbott Group. This includes
        taking any action that is inconsistent with the Tax treatment of the
        transactions provided by the Private Letter Ruling or the Puerto Rican
        Ruling (any such

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        action, including any action referred to in Section 4.02(b)(i) through
        (iii), is referred to in this Agreement as a "Specified Action").
        Without limiting the foregoing:

        (i)     Specified Actions. Any time before the second anniversary of the
                Distribution Date, Hospira shall not (and shall cause its
                Affiliates to not) (A) liquidate, merge, or consolidate with or
                into any corporation that was not already wholly owned by
                Hospira or by a wholly owned subsidiary of Hospira prior to such
                transaction; (B) issue any of its capital stock in one or more
                transactions, other than (i) issuances to employees, directors,
                or independent contractors in connection with the performance of
                services for Hospira (that are not excessive by reference to the
                services performed) which issuances either (x) are with respect
                to the exercise of options of Hospira that are substituted for
                Abbott options or (y) satisfy the requirements of Treasury
                Regulations Section 1.355-7T(d)(6) to not be treated for
                purposes of Section 355(e) of the Code to be part of a plan or
                series of related transactions that includes the Distribution,
                the Internal Distribution, or the Bahamian Distribution, or (ii)
                issuances of stock to a retirement plan qualified under Section
                401(a) or 403(a) of the Code in a transaction that satisfies the
                requirements of Treasury Regulations Section 1.355-7T(d)(7); (C)
                redeem, purchase, or otherwise reacquire any of its capital
                stock in one or more transactions; (D) change the voting rights
                of any of its stock; (E) issue any options to acquire Hospira
                Shares other than options that satisfy the requirements of
                Treasury Regulations Section 1.355-7T(e)(3)(ii); (F) sell,
                exchange, distribute, or otherwise dispose of, other than in the
                ordinary course of business, all or a substantial part of the
                assets of any of the trades or businesses relied on to satisfy

                                     - 29 -
<Page>

                Section 355(b) of the Code; or (G) discontinue or cause to be
                discontinued the active conduct of any of the trades or
                businesses relied on to satisfy Section 355(b) of the Code.
                Notwithstanding the foregoing, clauses (A) through (E) of this
                Section 4.02(b)(i) shall not apply unless there are transactions
                described in such clauses any time before the second anniversary
                of the Distribution Date that result in one or more Persons
                acquiring directly or indirectly stock representing, in the
                aggregate, 25 percent or greater interest in Hospira (as defined
                in Sections 355(d)(4) and 355(e) of the Code).

        (ii)    No Inconsistent Actions. Regardless of any change in
                circumstances, Hospira covenants and agrees that it shall not
                take any action (and it shall cause its Affiliates to refrain
                from taking any action) that is inconsistent with any factual
                statements or representations in the Private Letter Ruling or
                the Puerto Rican Ruling on or before the second anniversary of
                the Distribution Date other than as permitted in this Section
                4.02. For this purpose an action is considered inconsistent with
                a representation if the representation states that there is no
                plan or intention to take such action.

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        (iii)   Section 355(e). Without in any manner limiting paragraph (i) or
                (ii) of Section 4.02(b), Hospira covenants and agrees that,
                through the second anniversary of the Distribution Date, it
                shall refrain from entering into (and it shall cause its
                Affiliates to refrain from entering into) any agreement,
                understanding, arrangement, or substantial negotiation with
                respect to any transaction or event (including stock issuances,
                option grants, capital contributions, acquisitions, or changes
                in the voting power of any of its stock), that could reasonably
                be expected to cause Section 355(e) of the Code to apply to the
                Distribution, the Internal Distribution, or the Bahamian
                Distribution.

   (c)  Amended or Supplemental Rulings. Hospira covenants and agrees that it
        shall refrain from filing, and it shall cause its Affiliates to refrain
        from filing, a request for any amendment or supplement to the Private
        Letter Ruling or the Puerto Rican Ruling subsequent to the Distribution
        Date without the consent of Abbott, which consent shall not be withheld
        unreasonably.

   (d)  Tax Returns. Each of Abbott and Hospira covenants and agrees that it
        shall refrain from taking, and it shall cause its Affiliates to refrain
        from taking, any position on a Tax Return that is inconsistent with (i)
        the Tax treatment of the transactions provided by the Private Letter
        Ruling, (ii) the Contribution qualifying for Tax-free treatment under
        Section 361, (iii) the Tax treatment of the transactions provided by the
        Puerto Rican Ruling, (iv) the pricing provisions of the TMDS Agreements
        and the ICO Agreement, (v) the allocation of the benefits and burdens of
        Hospira assets and liabilities pursuant to Section 2.03 of the
        Distribution Agreement and Sections 2.2 and 3.1 of the ICO Agreement, or
        (vi) the documents effecting any transaction undertaken in connection

                                     - 31 -
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        with the Separation that is not addressed by the Private Letter Ruling.

   (e)  Exception. Notwithstanding the foregoing, Hospira shall be permitted to
        take an action inconsistent with Section 4.02(b), if, prior to taking
        such action, Hospira provides notification to Abbott of its plans with
        respect to such action and promptly responds to any inquiries by Abbott
        following such notification, and (unless Abbott agrees otherwise in
        writing) either:

        (i)     In the case of the Distribution or the Internal Distribution,
                Hospira obtains a supplemental ruling with respect to the action
                from the Internal Revenue Service that is reasonably
                satisfactory to Abbott (except that Hospira shall not submit any
                supplemental ruling request if Abbott determines in good faith
                that filing such request could have a materially adverse effect
                on Abbott), on the basis of facts and representations consistent
                with the facts at the time of such action, that such action will
                not affect the Tax treatment of the transactions provided by the
                Private Letter Ruling,

        (ii)    In case of the Distribution, the Internal Distribution, or the
                Bahamian Distribution, Hospira obtains an opinion, reasonably
                acceptable to Abbott, of an independent nationally recognized
                Tax counsel, reasonably acceptable to Abbott, on the basis of
                facts and representations consistent with the facts at the time
                of such action, that such action will not affect the Tax
                treatment of the transactions provided by the Private Letter
                Ruling or the intended Tax treatment of the Bahamian
                Distribution, or

        (iii)   In case of the Puerto Rican Transaction, Hospira obtains:

                                     - 32 -
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                (a)  a supplemental ruling with respect to the action from the
                     Puerto Rican Tax Authority that is reasonably satisfactory
                     to Abbott (except that Hospira shall not submit any
                     supplemental ruling request if Abbott determines in good
                     faith that filing such request could have a materially
                     adverse effect on Abbott or any of its Affiliates), or

                (b)  an opinion, reasonably acceptable to Abbott, of an
                     independent Tax counsel, reasonably acceptable to Abbott,

            on the basis of facts and representations consistent with the facts
            at the time of such action, that such action will not affect the Tax
            treatment of the transactions provided by the Puerto Rican Ruling.

        Notwithstanding anything to the contrary in this Agreement, Hospira
shall be responsible for, and shall indemnify Abbott and hold Abbott harmless
from, any Covered Transaction Tax resulting from a Specified Action of Hospira
or any of Hospira's Affiliates, regardless of whether the exception of this
Section 4.02(e) is satisfied with respect to such act.

Section 4.03    No Continuing Liability for Former Members.

   (a)  Abbott Affiliates. If an Abbott Affiliate ceases to be a member of the
        Abbott Group as a result of a sale or exchange of all of the stock of
        such member, other than an exchange for which the consideration received
        by Abbott is the stock of Abbott or an Abbott Affiliate, the departing
        Abbott Affiliate shall be released from its obligations under this
        Agreement upon its departure from the Abbott Group.

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   (b)  Hospira Affiliates. If a Hospira Affiliate ceases to be a member of the
        Hospira Group as a result of a sale or exchange of all of the stock of
        such member, other than an exchange for which the consideration received
        by Hospira is the stock of Hospira or a Hospira Affiliate, the departing
        Hospira Affiliate shall be released from its obligations under this
        Agreement upon its departure from the Hospira Group; provided, however,
        that no member of the Hospira Group shall be released from any
        obligations under Section 2.01(b)(ii) hereof unless approved in writing
        by Abbott, which approval shall not be unreasonably withheld.

ARTICLE V.      MISCELLANEOUS PROVISIONS

Section 5.01    Counterparts; Entire Agreement; Corporate Power; Facsimile
                Signatures.

   (a)  Counterparts. This Agreement may be executed in one or more
        counterparts, all of which shall be considered one and the same
        agreement.

   (b)  Entire Agreement. This Agreement and the exhibits hereto contain the
        entire agreement between the Parties with respect to the subject matter
        hereof, supersede all previous agreements, negotiations, discussions,
        writings, understandings, commitments and conversations with respect to
        such subject matter and there are no agreements or understandings
        between the Parties other than those set forth or referred to herein.
        Notwithstanding any other provisions in the Distribution Agreement or
        any other agreement entered into in connection with the Distribution
        (except the EBA) to the contrary, in the event and to the extent that
        there is a conflict between the provisions of this Agreement and the
        provisions of the Distribution Agreement or any other agreement

                                     - 34 -
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        entered into in connection with the Distribution (except the EBA), the
        provisions of this Agreement shall control.

   (c)  Corporate Power. Abbott represents on behalf of itself and, to the
        extent applicable, each Abbott Affiliate and Hospira represents on
        behalf of itself and, to the extent applicable, each Hospira Affiliate
        as follows:

        (i)     each such Person has the requisite corporate or other power and
                authority and has taken all corporate or other action necessary
                in order to execute, deliver and perform this Agreement to which
                it is a Party and to consummate the transactions contemplated
                hereby and thereby; and

        (ii)    this Agreement to which it is a Party has been duly executed and
                delivered by it and constitutes a valid and binding agreement of
                it enforceable in accordance with the terms thereof.

   (d)  Facsimile Signatures. Each Party acknowledges that it and the other
        Party may execute this Agreement or amendment hereto by facsimile, stamp
        or mechanical signature. Each Party expressly adopts and confirms each
        such facsimile, stamp or mechanical signature made in its respective
        name as if it were a manual signature, agrees that it shall not assert
        that any such signature is not adequate to bind such Party to the same
        extent as if it were signed manually and agrees that at the reasonable
        request of the other Party at any time it shall as promptly as
        reasonably practicable cause this Agreement or any amendment hereto to
        be manually executed (any such execution to be as of the date of the
        initial date thereof).

Section 5.02    Governing Law. This Agreement shall be governed by and construed
and

                                     - 35 -
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interpreted in accordance with the laws of the State of Illinois irrespective of
the choice of laws principles of the State of Illinois, as to all matters,
including matters of validity, construction, effect, enforceability, performance
and remedies.

Section 5.03    Assignability. This Agreement shall be binding upon and inure
to the benefit of the Parties, respectively, and their respective successors and
permitted assigns; PROVIDED, HOWEVER, that neither Party may assign its rights
or delegate its obligations under this Agreement without the express prior
written consent of the other Party hereto. Notwithstanding the foregoing, this
Agreement shall be assignable in whole in connection with a merger or
consolidation or the sale of all or substantially all of the assets of a Party
so long as the resulting, surviving or transferee Person assumes all the
obligations of the relevant Party thereto by operation of law or pursuant to an
agreement in form and substance reasonably satisfactory to the other Party.

Section 5.04    Third Party Beneficiaries. The provisions of this Agreement are
solely for the benefit of the Parties and their respective Affiliates, after
giving effect to the Distribution, and are not intended to confer upon any
Person except the Parties and their respective Affiliates, after giving effect
to the Distribution, any rights or remedies hereunder; and (b) there are no
other third party beneficiaries of this Agreement and this Agreement shall not
provide any other third party with any remedy, claim, liability, reimbursement,
claim of action or other right in excess of those existing without reference to
this Agreement.

Section 5.05    Notice. All notices or other communications under this
Agreement must be in writing and shall be deemed to be duly given: (a) when
delivered in person; (b) upon transmission via confirmed facsimile transmission,
provided that such transmission is followed

                                     - 36 -
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by delivery of a physical copy thereof in person, via U.S. first class mail, or
via a private express mail courier; or (c) two days after deposit with a private
express mail courier, in any such case addressed as follows:

        If to Abbott, to:


        Abbott Laboratories

        100 Abbott Park Road

        D-322 AP6D

        Abbott Park, IL 60064-3500

        Facsimile:

        Attention: General Counsel


        With a copy to:


        Abbott Laboratories

        100 Abbott Park Road

        D-367 AP6D

        Abbott Park, IL 60064-6057

        Facsimile:

        Attention: Vice President-Tax


        If to Hospira, to:


        Hospira, Inc.

        275 N. Field Drive

        Lake Forest, Illinois 60045

                                     - 37 -
<Page>

        Facsimile:

        Attention: General Counsel

        With a copy to:


        Hospira Inc.

        Hospira, Inc.

        275 N. Field Drive

        Lake Forest, Illinois 60045

        Facsimile:

        Attention: Vice President - Tax.

Any Party may, by notice to the other Party, change the address to which such
notices are to be given.

Section 5.06    Severability. If any provision of this Agreement or the
application thereof to any Person or circumstance is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof or thereof, or the application of such provision to Persons or
circumstances or in jurisdictions other than those as to which it has been held
invalid or unenforceable, shall remain in full force and effect and shall in no
way be affected, impaired or invalidated thereby, so long as the economic or
legal substance of the transactions contemplated hereby or thereby, as the case
may be, is not affected in any manner adverse to any Party. Upon such
determination, the Parties shall negotiate in good faith in an effort to agree
upon a suitable and equitable provision to effect the original intent of the
Parties.

Section 5.07    Force Majeure. Neither Party shall be deemed in default of this
Agreement to the

                                     - 38 -
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extent that any delay or failure in the performance of its obligations under
this Agreement results from any cause beyond its reasonable control and without
its fault or negligence, such as acts of God, acts of Governmental Authority,
embargoes, epidemics, war, riots, insurrections, acts of terrorism, fires,
explosions, earthquakes, floods, unusually severe weather conditions, labor
problems or unavailability of parts, or, in the case of computer systems, any
failure in electrical or air conditioning equipment. In the event of any such
excused delay, the time for performance shall be extended for a period equal to
the time lost by reason of the delay.

Section 5.08    Headings. The article, section and paragraph headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.

Section 5.09    Survival of Covenants. The covenants, releases, indemnities,
representations and warranties contained in this Agreement, and liability for
the breach of any obligations contained herein, shall survive the Effective Time
and shall remain in full force and effect thereafter.

Section 5.10    Affiliates. Abbott shall cause to be performed, and hereby
guarantees the performance of, all actions, agreements and obligations set forth
herein to be performed by any member of the Abbott Group and Hospira shall cause
to be performed, and hereby guarantees the performance of, all actions,
agreements and obligations set forth herein to be performed by any member of the
Hospira Group.

Section 5.11    Waivers of Default. Waiver by either Party of any default by
the other Party of any provision of this Agreement shall not be deemed a waiver
by the waiving Party of any subsequent or other default, nor shall it prejudice
the rights of the other Party.

                                     - 39 -
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Section 5.12    Amendments. No provisions of this Agreement shall be deemed
amended, supplemented or modified unless such amendment, supplement or
modification is in writing and signed by an authorized representative of both
Parties. No provisions of this Agreement shall be deemed waived unless such
waiver is in writing and signed by the authorized representative of the Party
against whom it is sought to be enforced.

Section 5.13    Interpretation. Words in the singular shall be deemed to
include the plural and vice versa and words of one gender shall be deemed to
include the other genders as the context requires. The terms "hereof," "herein,"
and "herewith" and words of similar import shall, unless otherwise stated, be
construed to refer to this Agreement as a whole (including all of the Exhibits
hereto) and not to any particular provision of this Agreement. Article, Section,
and Exhibit references are to the Articles, Sections, and Exhibits to this
Agreement unless otherwise specified. Unless otherwise stated, all references to
any agreement shall be deemed to include the exhibits to such agreement. The
word "including" and words of similar import when used in this Agreement shall
mean "including, without limitation," unless the context otherwise requires or
unless otherwise specified. The word "or" shall not be exclusive. Unless
otherwise specified in a particular case, the word "days" refers to calendar
days. References herein to this Agreement shall be deemed to refer to this
Agreement as of the Effective Time and as it may be amended thereafter, unless
otherwise specified. References to the performance, discharge or fulfillment of
any liability in accordance with its terms shall have meaning only to the extent
such liability has terms.

Section 5.14    Advisors. Abbott may select any Tax Counsel in connection with
the Distribution, which may include Mayer, Brown, Rowe & Maw LLP, Baker &
McKenzie and McDermott, Will & Emery. Hospira acknowledges, for itself and each
Hospira Affiliate, that

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Mayer, Brown, Rowe & Maw LLP, Baker & McKenzie and McDermott, Will & Emery have
acted only in the capacity as counsel to Abbott, and not as counsel to Hospira
or any Hospira Affiliate, in connection with this Agreement and the provisions
contemplated herein.

Section 5.15    Mutual Drafting. This Agreement shall be deemed to be the joint
work product of the Parties and any rule of construction that a document shall
be interpreted or construed against a drafter of such document shall not be
applicable.

Section 5.16    Dispute Resolution. Any and all disputes between Abbott and
Hospira arising out of any provision of this Agreement shall be resolved through
the procedures provided in the Master ADR Agreement attached hereto as Exhibit
1.

Section 5.17    Payments.

   (a)  Procedure for Requesting and Making Indemnification Payments. On the
        occurrence of an event for which a Party is entitled to receive
        indemnification hereunder, such Party (the "Indemnified Party") shall
        send the other Party (the "Indemnifying Party") an invoice requesting
        payment accompanied by a statement describing in reasonable detail the
        amount owed and the particulars relating thereto. Unless a provision in
        this Agreement specifically provides a different time for payment, the
        Indemnifying Party shall pay to the Indemnified Party any payment it
        owes to the Indemnified Party under this Agreement within thirty (30)
        days after the receipt of the invoice for such payment.

   (b)  Procedure for Making Other Payments. If a Party is responsible for any
        Tax under Section 2.01 (the "Responsible Party") and such Tax must be
        remitted by the other Party (the "Remitting Party"), the Remitting Party
        shall send the Responsible Party an invoice

                                     - 41 -
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        requesting payment accompanied by a statement describing in reasonable
        detail the amount owed and the particulars relating thereto. Unless a
        provision in this Agreement specifically provides a different time for
        payment, the Responsible Party shall pay to the Remitting Party any
        payment it owes to the Remitting Party under this Agreement no later
        than thirty (30) days before the Remitting Party must remit the Tax to
        the appropriate Tax Authority.

   (c)  Character of Payments. For Tax purposes, the Parties agree to treat any
        payment pursuant to this Agreement in the same manner as a capital
        contribution by Abbott to Hospira or an adjustment to the Contribution
        made in the last taxable period beginning before the Distribution and,
        accordingly, as not includible in the gross income of the recipient and
        not deductible by the payor. If pursuant to a Determination it is
        determined that the receipt or accrual of any payment made under this
        Agreement is subject to any Tax, the Party making such payment shall be
        responsible for the After-Tax Amount with respect to such payment. The
        failure of a Party to include an After-Tax Amount in a demand for
        payment pursuant to this Agreement shall not be deemed a waiver by the
        Party of its right to receive an After-Tax Amount with respect to such
        payment.

   (d)  Interest on Late Payments. Unless a provision in this Agreement
        specifically provides otherwise, any payment required to be made
        pursuant to this Agreement that is not made on or before the due date
        for such payment shall bear interest from the date after the due date to
        and including the date of payment at the Prime Rate plus two percent.
        Such interest shall be paid at the same time as the payment to which it
        relates. Any interest payable pursuant to this paragraph that is not
        paid when due shall bear interest at the Prime Rate plus two percent.

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        IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement as of the day and year first written above.

                Abbott Laboratories


                By:
                    -------------------------

                    Title


                Hospira, Inc.


                By:
                    -------------------------

                    Title

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