**Exhibit4.4**

**HOSPIRA, INC.**

**ACTIONS OF THE AUTHORIZEDOFFICERS**

Pursuant to the authority granted by the Board ofDirectors of Hospira, Inc. (the “Company”) in its September 20, 2006resolutions, the undersigned agree as follows:

1.                                       The Companyshall issue****$375,000,000 aggregateprincipal amount of Floating Rate Notes due 2010 (the “2010 Notes”),$500,000,000 aggregate principal amount of 5.55% Notes due 2012 (the “2012Notes”) and $550,000,000 aggregate principal amount of 6.05% Notes due 2017(the “2017 Notes” and, together with the 2010 Notes and the 2012 Notes, the “Notes”).

2.                                       The Companyshall issue and sell the Notes to MorganStanley & Co. Incorporated, ABN AMRO Incorporated, Citigroup Global MarketsInc. and the additional underwriters as set forth in Schedule III to theUnderwriting Agreement (as defined below) (collectively, the “Underwriters”)pursuant to an Underwriting Agreement, dated March 20, 2007, between theCompany and the Underwriters, upon the terms and conditions set forth therein,to be issued under and in accordance with an Indenture, dated as of June 14,2004, between the Company and LaSalle Bank National Association, as Trustee(the “Trustee”), relating to the Notes and other obligations (the “Indenture”).

3.                                       In addition tothe other terms provided in the Indenture with respect to securities issuedthereunder, the Prospectus and the Prospectus Supplement relating to the Notesand the forms of Notes referred to below, the Notes shall contain the followingterms:

(a)                                  The2010 Notes shall be entitled “Floating Rate Notes due 2010,” the 2012 Notesshall be entitled “5.55% Notes due 2012,” and the 2017 Notes shall be entitled “6.05%Notes due 2017”;

(b)                                 The2010 Notes shall initially be limited in aggregate principal amount to$375,000,000, the 2012 Notes shall initially be limited in aggregate principalamount to $500,000,000 and the 2017 Notes shall initially be limited inaggregate principal amount to $550,000,000. The Company may from time to time, without notice to or the consent ofthe holders of the Notes, issue additional series of securities under theIndenture or additional Notes of a series of Notes.

(c)                                  Interestshall be payable to the persons in whose names the Notes are registered at theclose of business on the applicable Regular Record Date (as defined below);

(d)                                 Theprincipal of the 2010 Notes is payable on March 30, 2010, the principal of the2012 Notes is payable on March 30, 2012 and the principal of the 2017 Notes ispayable on March 30, 2017;

(e)                                  The2010 Notes shall bear interest at the rate equal to three-month LIBOR (asdefined in the Prospectus Supplement) plus a margin equal to 48 basis pointsper annum beginning March 23, 2007.  The2012 Notes shall bear interest at the rate of 5.55% per 

1

----

annum, beginning March23, 2007.  The 2017 Notes shall bearinterest at the rate of 6.05% per annum, beginning March 23, 2007.  Interest on the 2010 Notes will be payablequarterly on March 30, June 30, September 30 and December 30 of each year (eacha “Floating Rate Interest Payment Date”), commencing on June 30, 2007.  The 2012 Notes and the 2017 Notes will bepayable semiannually on March 30 and September 30 of each year (each a “FixedRate Interest Payment Date”), commencing on September 30, 2007.  Interest shall be paid to persons in whosenames the 2010 Notes are registered on the March 15, June 15, September 15 orDecember 15 preceding the Floating Rate Interest Payment Date (each a “FloatingRate Regular Record Date”); interest shall be paid to persons in whose namesthe 2012 Notes and the 2017 Notes are registered on the March 15 orSeptember   15 preceding the Fixed RateInterest Payment Date (each a “Fixed Rate Regular Record Date”);

(f)                                    Paymentof the principal of, and any premium and interest on, the Notes will be made atthe office or agency of the Company maintained for that purpose in Chicago,Illinois;

(g)                                 The2010 Notes may be redeemed, in whole or in part, at our option, at any timeafter one year from the date of issuance at 100% of the principal.  The 2012 Notes and 2017 Notes may beredeemed, in whole at any time, or in part from time to time, at our option, onnot less than 30 nor more than 60 days’ notice, subject to the payment ofa make-whole premium redemption price will be equal to the greater of (1) 100%of the principal amount of the notes to be redeemed and (2) the sum of thepresent values of the Remaining Scheduled Payments (as defined in ExhibitA-2 and Exhibit A-3) on such notes discounted to the date ofredemption, on a semi-annual basis (assuming a 360-day year consisting oftwelve 30-day months), at a rate equal to the sum of the applicable TreasuryRate (as defined in Exhibit A-2 and Exhibit A-3), plus 20 basispoints with respect to the 2012 notes and plus 25 basis points with respect tothe 2017 notes. In each case, accrued and unpaid interest will also be paid tobut excluding the redemption date.

(h)                                 TheNotes shall not provide for any sinking fund;

(i)                                     TheNotes are issuable only in registered form without coupons in denominations of$2,000 and any integral multiple of $1,000 in excess thereof;

(j)                                     Thepayment of the principal of, and any premium and interest on, the Notes shallbe made in such coin or currency of the United States of America as at the timeof payment is legal tender for payment of public and private debts;

(k)                                  Thepayment of principal of, and any premium and interest on, the 2010 Notes shallbe determined with reference to three-month LIBOR, as defined in the ProspectusSupplement, plus a margin equal to 48 basis points.  The payment of principal of, and any premiumand interest on, the 2012 Notes and the 2017 Notes shall not be determined withreference to an index or formula.

(l)                                     Thereshall be no optional currency or currency unit in which the payment ofprincipal of, and any premium and interest on, the Notes shall be payable;

2

----

(m)                               BothSection 13.2 and 13.3 of the Indenture shall apply to the Notes;

(n)                                 Notesshall be in the form of Book-Entry Securities as set forth in the Indenture;

(o)                                 Theprincipal amount of the Notes shall be payable upon declaration of accelerationpursuant to Section 5.2 of the Indenture; and

(p)                                 Ifa Change of Control Triggering Event, as defined in the Prospectus, occurs, theCompany will be required to make an offer to purchase the Notes at a priceequal to 101% of their principal amount, plus accrued and unpaid interest tothe date of repurchase.  The other termsand conditions of the Notes shall be substantially as set forth in theIndenture and in the Prospectus and the Prospectus Supplement relating to theNotes.

4.                                       The forms of the2010 Notes, the 2012 Notes and the 2017 Notes shall be substantially asattached hereto as Exhibit A-1, Exhibit A-2 and Exhibit A-3,respectively.

5.                                       The price atwhich the 2010 Notes shall be sold by the Company to the Underwriters pursuantto the Underwriting Agreement shall be 99.65% of the principal amount thereof,plus accrued interest, if any, from March 23, 2007 to the time of delivery ofthe 2010 Notes.

6.                                       Theprice at which the 2012 Notes shall be sold by the Company to the Underwriterspursuant to the Underwriting Agreement shall be 99.213% of the principal amountthereof, plus accrued interest, if any, from March 23, 2007 to the time ofdelivery of the 2012 Notes.

7.                                       Theprice at which the 2017 Notes shall be sold by the Company to the Underwriterspursuant to the Pricing Agreement shall be 99.192% of the principal amountthereof, plus accrued interest, if any, from March 23, 2007 to the time ofdelivery of the 2017 Notes.

8.                                       The2010 Notes initially will be offered to the public by the Underwriters at 100%of the principal amount thereof, plus accrued interest, if any, from March 23,2007 to the time of delivery of the 2010 Notes.

9.                                       The2012 Notes initially will be offered to the public by the Underwriters at 99.813%of the principal amount thereof, plus accrued interest, if any, from March 23,2007 to the time of delivery of the 2012 Notes.

10.                                 The2017 Notes initially will be offered to the public by the Underwriters at99.842% of the principal amount thereof, plus accrued interest, if any, fromMarch 23, 2007 to the time of delivery of the 2017 Notes.

11.                                 Theexecution and delivery of the Underwriting Agreement, dated March 20, 2007, andsubstantially in the form attached hereto as Exhibit B, is herebyapproved.

3

----

12.                                 Subjectto the provisions of the Indenture, any officer of the Company is herebyauthorized and empowered to execute the Notes of the Company in the forms he orshe deems appropriate, and to deliver such Notes to the Trustee with a writtenorder directing the Trustee to have the Notes authenticated and delivered tosuch persons as such officer designates.

13.                                 LaSalleBank National Association is hereby designated and appointed as Paying Agentand Securities Registrar with respect to the Notes.

* * * **

4

----

Dated:             March 20, 2007
|        | **Authorized Officers of** |
|--------|----------------------------|
|   | **Hospira,  Inc.**         |
|   |                       |   |
|   |                       |   |
|   |                       |   |
|   | By                         | /s/ Thomas E. Werner |   |
|   | Name:                      | Thomas E. Werner |
|   | Title:                     | Senior Vice President, Finance and   Chief Financial Officer |
|        |                            |  |  |  |

 

 
|        | By     | /s/ Brian J. Smith                                     |   |
|--------|--------|--------------------------------------------------------|--------|
|   | Name:  | Brian J. Smith                                         |
|   | Title: | Senior Vice President, General   Counsel and Secretary |
|        |        |                                                        |        |  |

 

5

----