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Exhibit 10.39  


 
 
 

AMENDMENT
  TO THE
  MARKETING AND DISTRIBUTION AGREEMENT
  BY AND BETWEEN
  ABBOTT LABORATORIES
  AND
  i-STAT CORPORATION    
    


        This amendment dated December 31, 2003 (this "Amendment") shall serve to modify and amend the Marketing and
Distribution Agreement between Abbott Laboratories ("Abbott") and i-STAT Corporation
("i-STAT") dated August 3, 1998 (the "Distribution Agreement"), according to the
terms and for the time period set forth herein. 


        The
parties hereto agree as follows: 


	1.
	i-STAT
hereby revokes its election to not renew the Distribution Agreement after December 31, 2003, as provided in that certain notification letter sent by
i-STAT to Abbott on July 25, 2002. i-STAT and Abbott hereby agree to an extension of the Distribution Agreement after December 31, 2003, but only for and during
the Extension Period (as defined hereinbelow).



	2.
	The
Term of the Distribution Agreement with respect to the parties' respective obligations to manufacture, market, promote, sell and distribute Products in the Territory (as amended
hereinbelow) shall be extended until the earlier of (i) such time as the merger contemplated by the Agreement and Plan of Merger entered into among Abbott Laboratories, Senator Acquisition
Corporation and i-STAT Corporation on December 12, 2003 (the "Merger Agreement") is consummated or (ii) the Merger Agreement
terminated ("Extension Period").



	3.
	"Territory", with respect to Abbott's obligations to market, promote and sell Products pursuant to this Amendment, shall be amended for
the Extension Period to exclude the following countries and/or territories: Austria, Cyprus, Czech Republic, Denmark, Greece, Hungary, Iceland, Malta,
Norway, Poland, Portugal, Switzerland, Bosnia-Herzegovina, Croatia, Macedonia, Slovenia, Yugoslavia/Serbia and Montenegro, Afghanistan, Armenia, Azerbaijan, Belarus, Bulgaria, Estonia, Georgian
Republic, Latvia, Lithuania, Moldavia, Romania, Russia, Slovakia, Ukraine, Kazakhstan, Kyrgystan, Tadzikistan, Turkmenistan, Uzbekistan, All countries of North, Central and Southern Africa, Bahrain,
Egypt, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Oman, Qatar, Saudi Arabia, Syria, Turkey, United Arab Emirates, Yemen, Hong Kong, Macau, South Korea, Singapore, Malaysia, Brunei, Indonesia,
Philippines, Australia, New Zealand, India, Bhutan, Nepal, Canada, Thailand, Japan and Mainland China.



	4.
	"Territory", with respect to Abbott's obligations to provide logistical support of Products pursuant to this Amendment, shall be amended
for the Extension Period to exclude the following countries and/or territories: Austria, Cyprus, Czech Republic, Denmark, Greece, Hungary, Iceland,
Malta, Norway, Poland, Portugal, Switzerland, Bosnia-Herzegovina, Croatia, Macedonia, Slovenia, Yugoslavia/Serbia and Montenegro, Afghanistan, Armenia, Azerbaijan, Belarus, Bulgaria, Estonia, Georgian
Republic, Latvia, Lithuania, Moldavia, Romania, Russia, Slovakia, Ukraine, Kazakhstan, Kyrgystan, Tadzikistan, Turkmenistan, Uzbekistan, all countries of North, Central and Southern Africa, Bahrain,
Egypt, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Oman, Qatar, Saudi Arabia, Syria, Turkey, United Arab Emirates, Yemen, Hong Kong, Macau, South Korea, Singapore, Malaysia, Brunei, Indonesia,
Philippines, Australia, New Zealand, India, Bhutan, Nepal, Canada, Thailand, Japan and Mainland China, the United Kingdom, Belgium, Finland, France, Germany, Luxembourg, Netherlands, San Marino,
Sweden, Ireland, Italy, and Spain.



	5.
	With
respect to the logistical support of Products in the Territory as defined in Paragraph 4 of this Amendment, i-STAT shall obtain a waiver from McGregor Cory
Limited ("Exel") for a period of time to begin on or around January 1, 2004 and end on March 31, 2004 ("Interim
Period"). The 





 

waiver
shall state, at a minimum, that, notwithstanding any provision of any agreement between i-STAT and Exel to the contrary, Exel shall grant i-STAT the right to appoint
Abbott as its logistical support provider during the Interim Period, in exchange for i-STAT's payment of up to £90,000 to Exel. Upon Abbott's receipt of evidence of such signed
waiver from Exel and payment to Exel by i-STAT, Abbott shall provide such logistical support as requested by i-STAT in such countries of the Territory defined in
Paragraph 4 as i-STAT shall request during the Interim Period. 



	6.
	Except
as "Territory" is modified by this Amendment, Abbott shall have the right to market, promote, sell and distribute Products in all other countries and territories as otherwise
set forth as "Territory" in the Distribution Agreement.



	7.
	The
obligations of i-STAT pursuant to:



	(a)
	Section 18.1
of the Distribution Agreement with respect to the buy-out of assets and inventory; and



	(b)
	Section 18.2
with respect to the payment to be made by i-STAT to Abbott of Five Million Dollars (US $5,000,000); and



	(c)
	Section 18.3
with respect to the Five Million and Nineteen Thousand Dollars (US $5,019,000) prepayment refund, 






are
hereby waived by Abbott, but only for and during the Extension Period. At the expiration or termination of the Extension Period, such waiver shall cease and be of no further effect, and all duties
and obligations set forth in the Agreement, including those set forth in Sections 18.1, 18.2 and 18.3 of the Distribution Agreement, shall be in full force and effect. 



	8.
	During
the Extension Period and notwithstanding any provision in the Distribution Agreement to the contrary, i-STAT shall have the responsibility of entering into service
contracts with customers.



	9.
	In
the event that the Merger Agreement is terminated and the transaction contemplated thereby is not consummated, Abbott shall pay i-STAT: (a) all funds received or
receivable from customers for shipments made by or on behalf of Abbott to such customers pursuant to this Amendment during the Extension Period; and (b) that amount up to £90,000
actually paid by i-STAT to Exel pursuant to the activities described in Paragraph 5 of this Amendment.



	10.
	All
other terms and conditions with respect to the Distribution Agreement are and shall remain in full force and effect.



	11.
	This
Amendment shall have no effect on the terms and conditions of the Standstill Agreement executed between the parties on August 3, 1998. 


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IN
WITNESS WHEREOF, each party has caused this Amendment to be executed by its duly authorized officer on the date below written. 



	ABBOTT LABORATORIES	 	i-STAT CORPORATION
	By:

Name:	/s/  SEAN MURPHY      
	 	By:

Name:	/s/  WILLIAM P. MOFFITT      

	

Title:	

Vice President, Global Licensing/New Business Development	
 	

Title:	

President and Chief Executive Officer
	

Date: December 31, 2003	
 	

Date: December 31, 2003




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AMENDMENT TO THE MARKETING AND DISTRIBUTION AGREEMENT BETWEEN ABBOTT LABORATORIES AND i–STAT CORPORATION