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Exhibit 99(d)(12)
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, Philipp ...
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