8-K

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: December 31, 2003

i-STAT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 0-19841 (Commission file number) 22-2542664 (I.R.S. Employer Identification No.)

104 WINDSOR CENTER DRIVE, EAST WINDSOR, NJ 08520
(Address of principal executive offices) (Zip code)

(609) 443-9300
(Registrant's telephone number, including area code)

Item 5.    Other Events and Required FD Disclosure

        On December 31, 2003, the marketing and distribution agreement between i-STAT Corporation (the "Company") and Abbott Laboratories ("Abbott") dated as of August 3, 1998 was amended (the "Distribution Agreement Amendment") to allow Abbott the continued distribution of the Company's products in the U.S. and certain other countries or territories until the earlier of (i) such time as the merger contemplated by the Agreement and Plan of Merger, dated as of December 12, 2003, with Abbott Laboratories and Senator Acquisition Corporation (the "Merger Agreement") is consummated or (ii) the date the Merger Agreement is terminated.

        The description of the Distribution Agreement Amendment set forth above does not purport to be complete and is qualified in its entirety by reference to the provisions of such agreement. Reference is made to the full text of the Distribution Agreement Amendment which is filed as an exhibit to this report and is incorporated in this report by this reference.

Item 7.    Exhibits

10.39 Amendment to Marketing and Distribution Agreement between i-STAT Corporation and Abbott Laboratories dated as of December 31, 2003.

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, i-STAT Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

i-STAT CORPORATION
By:	/s/  LORIN J. RANDALL Lorin J. Randall Senior Vice President

Date: December 31, 2003

Exhibit Index

Exhibit Number	Exhibit Title
10.39	Amendment to Marketing and Distribution Agreement, dated as of December 31, 2003, between i-STAT Corporation and Abbott Laboratories.

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Item 5. Other Events and Required FD Disclosure
Item 7. Exhibits

SIGNATURE
Exhibit Index

EX-10.39

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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