ICU MEDICAL INCDE

Item 5. Other Information

(a) We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 1.01 Entry into a Material Definitive Agreement.

On November 12, 2024, the Company and ICU Medical Sales, Inc., a Delaware corporation (collectively, the "ICU Medical Entities") entered into a purchase agreement (the "Agreement") with Otsuka Pharmaceutical Factory America, Inc., a Delaware corporation ("OPF"). Pursuant to the Agreement, prior to closing, the ICU Medical Entities will form a Delaware limited liability company (the "LLC") and the ICU Medical Entities and the LLC shall enter into a contribution agreement under which the ICU Medical Entities shall transfer the assets, liabilities and operations that comprise the IV Solutions product line to the LLC.

At the closing, OPF will acquire a 60% equity interest in the LLC from the ICU Medical Entities. Pursuant to the Agreement, the consideration receivable by the ICU Medical Entities is comprised of (a) estimated cash consideration of approximately $200 million at closing and (b) a milestone payment paid by OPF to the Company for any incremental revenue and incremental gross profit recognized by the LLC, as calculated under the terms of the Agreement upon the final determination of the LLC's audited financial statements for the year-ending and as of December 31, 2026.

The Agreement contains customary representations, warranties, and covenants of each of the ICU Medical Entities and OPF. The Agreement further provides that, subject to certain limitations, the ICU Medical Entities and OPF will each indemnify the other for certain losses arising from such breaches of representations, warranties, and covenants and liabilities allocated to such party pursuant to the terms of the Agreement. Additionally, at closing, the LLC, ICU Medical Entities and OPF will enter into an operating agreement, and the LLC and the Company will enter into one or more commercial agreements, a services agreement and a license agreement, which will provide for, among other things, certain administrative, marketing, distribution, sales support and logistic services to the LLC for a specified period of time.

We believe that OPF’s scale, experience with U.S. partnerships, and demonstrated long-term commitments will help bring supply chain resiliency and innovation to the North American IV solutions market.

The foregoing summary of the Agreement is not complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 2.3 and incorporated herein by reference.

(b) None.

(c) During the three months ended September 30, 2024, none of the Company's directors or "officers" (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" intended to satisfy the affirmative defense of Rule 10b5-1(c) or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K.