Item 1.01 Entry into a Material Definitive Agreement

On August 29, 2012, Hospira, Inc. (the "Company"), through its wholly-owned subsidiary, Hospira Healthcare India Private Limited, entered into a definitive agreement (the "Agreement") with Orchid Chemicals & Pharmaceuticals Ltd. ("Orchid") and Mr. K. Raghavendra Rao to acquire from Orchid its penem active pharmaceutical ingredient (API) and penicillin API business for $202.5 million. The acquisition includes the U.S. Food and Drug Administration approved manufacturing facility located in Aurangabad, India and a research and development facility based in Chennai, India, along with the related equipment and the employees associated with those operations.

Orchid is a current supplier of APIs to the Company and will continue to supply cephalosporin APIs following the closing. The Agreement contains customary covenants by the Company and Orchid. The transaction is subject to Orchid shareholder approval and other customary closing conditions and regulatory approvals. The Company expects to close the transaction in the fourth quarter 2012, but can give no assurance that the transaction will be consummated during that time period, or at all.

The foregoing is a summary description of certain terms of the Agreement. A copy of the Agreement will be filed with the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

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