Exhibit 10.3


[*] = Portions of
this exhibit have been omitted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed with the Commission.


PFIZER EQUINE PRODUCTS


MARKETING AGREEMENT


This Agreement dated and
effective as of January 1, 2007 is made by and between Pfizer Inc,
235 East 42nd Street, New York, New York 10017 (hereinafter, “PFIZER”) and MWI Veterinary Supply Co., 651 South Stratford Drive, Suite 100, Meridian,
ID 83642 (hereinafter, “MWI”).


1.                    PFIZER hereby appoints MWI, and MWI hereby
accepts appointment, as a contract distributor
for PFIZER Products set forth on Exhibit A (the “Products”), to purchase from
PFIZER and to resell for MWI’s own
account as a distributor, subject to the following terms and conditions.


2.                   MWI recognizes and agrees to the following:


(a)          PFIZER has elected to work with a select group of
distributors that are committed to maximizing the sale of the Products and to
working closely with PFIZER to identify market opportunities for both
companies. The intent of this Agreement is to attain that goal;


(b)                                 PFIZER intends to utilize this group of
distributors to sell the Products to customers below them in the distribution
chain and that PFIZER has, and may in the future, run promotions and other activities that would be
seriously prejudiced if MWI resells the Products to other PFIZER
contract distributors, non-employee agents or through brokers.


3.                                                Accordingly, MWI shall:


(a)                                  use its reasonable best efforts to sell the
Products by focusing its primary effort at reselling to horse owners,
veterinarians and OTC retailers;


(b)                                 maintain a full-time outside and inside sales
force that will personally and actively solicit sales of the Products and to pay
such sales representatives reasonable commission as MWI deems appropriate
in its sole discretion;


(c)                                  store and handle its inventory of Products under
conditions that will ensure that such Products retain their potency,
purity, quality, and identity;


(d)                                 MWI will provide PDA/EDI with sales out data on
each PFIZER sku MWI sells. MWI will provide to Covansys its Health Industry
Number, Customer Health Industry Number, Pfizer product number, transaction date, ship to zip code, number of units and
price with respect to each sale of product, and unit inventories on each
Pfizer sku that MWI sells. This information should be sent to Covansys. Sales out data shall be provided to
Covansys within [*] of the date of each invoice.  MWI will use its best
efforts to insure sales out data integrity and timeliness;


(e)                                  not sell the Products to other PFIZER contract
distributors provided such distributors
are identified by PFIZER, nor shall MWI sell the Products through brokers or
non-employee agents;













(f)                                    set its resale prices for the Products
independently and at its sole discretion;


(g)          cooperate fully with PFIZER by actively
participating in such strategy sessions as PFIZER reasonably may require, for
the purpose of developing programs to increase use of the Products; and to
cooperate fully with PFIZER in implementing all promotions and sales campaigns
for the Products;


(h)                                 allow PFlZER’s representatives to attend and
actively participate in meetings of MWI’s sales representatives;


(i)                                     MWI agrees that credit limits established by
PFIZER shall be subject to change by
PFIZER in its sole discretion and that no shipments will be made to MWI in
excess of the established credit limits;


(j)                                     take
no action, whether or not identified above, that would harm the goodwill or name
of PFIZER, or damage the interests of PFIZER or the Products. For purposes of
this Agreement “Goodwill” shall mean the marketplace advantage of customer
patronage and loyalty developed with continuous business under the same name
over a period of time.


(k)                                   MWI
shall immediately notify PFIZER in the event MWI obtains information indicating that any of the Products may have to be
recalled either by virtue of applicable law or regulation or good business judgment. PFIZER shall control
all efforts necessary to conduct any such recall. MWI shall cooperate with
PFIZER and MWI agrees to maintain adequate records to conduct such recall,
including the name, address and Product purchases of all purchasers of PFIZER
Products.


(l)                                        MWI
may make use of the custom marketing program funding provided for in Exhibit E hereto.


(m)                               Make
payment to PFIZER [*].


(n)                                 Provide to PFIZER by the close of business on the
last business day of each PFIZER Accounting Period (as set forth in Exhibit F
hereto) an inventory report covering all inventory purchased from PFIZER and
setting forth in dollars at MWI’s acquisition cost from PFIZER the amount of inventory by species.   MWI agrees that PFIZER shall have the right
to audit inventory in the possession of MWI to confirm compliance with this paragraph 3 (n) and to confirm the
accuracy of the data contained in the report.


4.                                         PFIZER shall:


(a)                                  sell
the Products to MWI at the prices in effect in the then current published PFIZER Animal Health Products Distributor Price
List (hereinafter, “Price List”). PFIZER also shall permit MWI to participate
in the distributor incentive programs offered by PFIZER, in accordance with the
terms of such programs. PFIZER shall have the unrestricted right to
revise the prices, terms and conditions of the
Price List, and to add or delete Products or package sizes, without advance
notice to MWI, and the revisions shall be effective on all orders
submitted after the effective date of the price revisions. In all cases of orders received for other than immediate
shipment, the price for the Products shall be that in effect at the time
of shipment. PFIZER agrees to give MWI [*]
advance notice of price increases;



 2
 









(b)                                compensate
MWI in accordance with Exhibits B, D and E hereto. In the event that one Agreement holder acquires or combines
with another Agreement holder, the purchase objectives will be adjusted accordingly for the purpose of
determining incentives earned.;


(c)                                 allow MWI credit on prepaid returns in accordance
with PFIZER’s Outdated Products Policy which is in effect at the time;


(d)          Agreement holders with more than one location
must combine purchases of all locations to determine attainment level for
incentives. In the event that one Agreement holder acquires or combines with
another Agreement holder, the purchase objectives will be adjusted accordingly
for the purpose of determining incentives earned.


(e)                                 Direct purchase from PFIZER will be used to
determine the level of purchases achieved.
Any discrepancies must be documented by the Marketing Agreement holder using
copies of PFIZER invoices.


5.                 All purchases by MWI pursuant to this Agreement
shall be in accordance with the terms of PFIZER’s Pricing and Shipping
Policies, as may be amended by PFIZER from time to time. Unless the parties
agree otherwise, shipments shall be made to either MWI’s central warehouse
point or to branch offices at MWI’s direction.


6.                 The following standard conditions shall apply to
all sales under this Agreement:


(a)                                  MWI shall cooperate fully with PFIZER in
participating fully in the Animal Health Institute Electronic Data
Interchange for the reporting of sales and inventory data on a daily basis. The
data to be reported shall be as described in the AHI EDI Transaction sets.


(b)                                 all orders are subject to acceptance by PFIZER’s
Home Office. Title to the goods shall pass to MWI once they have been
properly delivered to the address designated by MWI. Products requiring
temperature control will be shipped F.O.B. destination;


(c)                                  any tax or other charge upon the sale and/or
shipment of the goods now or hereafter imposed by federal, state or municipal
authorities shall be paid by MWI. In the event that the price of any article includes transportation charges,
any increase or decrease in transportation charges shall be for MWI’s
account;


(d)                                 EXCEPT AS SET FORTH IN THIS AGREEMENT, OR IN THE
LABELING OF THE PRODUCTS SOLD HEREUNDER, PFIZER MAKES NO EXPRESS OR IMPLIED
WARRANTIES WITH RESPECT TO THE PRODUCTS;


(e)                                  PFIZER
shall defend and indemnify MWI from all claims resulting from any breach by PFIZER of the warranties set forth in
this paragraph 6, and specifically any claim that the Products, as sold
by PFIZER, were defective. In the event PFIZER is found by any court of
competent jurisdiction to be liable for any claim based in products liability,
then PFIZER shall reimburse MWI’s reasonable
legal fees incurred in the course of cooperating with PFIZER’s defense. To be
covered by this defense and indemnity, MWI must: promptly notify PFIZER
of any such claim; allow PFIZER to fully control the defense and/or resolution
of the claim; and cooperate fully with PFIZER in the matter. This



 3
 









defense,
indemnity and payment for legal fees shall not apply to claims alleging: MWI
alteration, negligent handling or improper storage of the Products; sale of
outdated Products; sale or recommendation of the Products for uses or in a
manner not set forth in the labeling supplied by PFIZER; or sale of the
Products after receipt of notice from PFIZER that such sales should be
halted;


(f)                                    in no event shall PFIZER be liable to MWI for
special, collateral, incidental, or consequential damages in connection with or
arising out of the purchase, resale, or use of the Products. Except as provided under subparagraph 6(e), above,
total damages recoverable against PFIZER by MWI shall be exclusively limited to the purchase price of the Products with
respect to which damages are claimed;


(g)                                 failure of PFIZER to make or of MWI to take, when
due, any delivery (or portion thereof) pursuant to an order hereunder, if
occasioned by any circumstance or condition beyond the control of the party so failing, shall not subject
the failing party to any liability to the other and, at the option of
either party, that order or portion thereof not delivered may be canceled;


(h)                                 acceptance of MWI’s order by PFIZER is expressly
made conditional upon MWI’s acceptance of the conditions of sale as set forth
herein, and the prices, terms and conditions of the Price List then in effect,
notwithstanding acknowledgment or receipt of MWI’s purchase order containing
additional or different provisions, or conflicting oral representations by any
agent of PFIZER.


7.                                         MWI and PFIZER agree that, under the specific
circumstances delineated herein, PFIZER,
at PFIZER’s sole discretion may recoup the sums outstanding to it from MWI
against those sums which may become due from PFIZER to MWI, in that the
obligations arise from mutual transactions.


A.                                      The specific circumstances which will enable
PFIZER to initiate recoupment are:


i.                                            MWI becomes insolvent which shall be defined as:


(a)   the sum of MWI’s debts is greater than all
of MWI’s property (“Balance Sheet Test”); or


(b)   MWI is generally not paying its debts as they
come due; or


(c)          MWI has failed to act in good faith for a period
in excess of six months to resolve
any outstanding invoice or purchase order issues or reconciliations.


ii.                                          MWI commences a liquidation of its operations by
means of a sale of its assets in their entirety or piecemeal.



 4
 









iii.                                        MWI ceases its business operations whether or
not such cessation is voluntary or involuntary.


iv.                                   MWI files a proceeding pursuant to the U.S.
Bankruptcy Code or any state court proceeding, including an Assignment for the
Benefit of Creditors.


8.                                       MWI shall distribute Pfizer products only
under the labeling provided by Pfizer; prescribe, recommend, suggest, and
advertise each product for use only under the conditions stated in the labeling
provided by Pfizer; and observe all federal, state, and local laws governing
the distribution of animal drugs.


9.                                       Nothing in this Agreement shall be deemed to
limit Pfizer’s ability to sell any product at any time to any other customer
any other party.


10.                                 MWI and PFIZER acknowledge that in the
performance of their duties hereunder MWI and PFIZER may obtain access to “Confidential
Information” (as defined below) of each other. MWI and PFIZER agree that during
the term of this Agreement and for a period of three (3) years after the
termination of this Agreement, unless specifically permitted in writing by the
other party, to (a) retain in confidence and not disclose to any third party
and (b) use only for the purpose of carrying out their duties hereunder, any
such Confidential information. As used herein the term “Confidential
Information” means any information, or data, whether of a business or
scientific nature and whether in written, oral or tangible form, relating to
PFIZER’s and MWI’s business or potential business or its research and
development activities, not generally available to or known to the public, and
not otherwise known to the receiving party, that is disclosed to or learned by
the other party pursuant hereto. Upon completion of the work provided for
hereunder or other termination of this Agreement each party will return to the
other party any documents, or copies thereof, or any product samples,
containing or constituting Confidential Information disclosed to or generated
by either party in connection with this Agreement.


11.                                 This Agreement shall be effective as of the
date first written above and shall continue in force until December 31, 2007.
Either party may terminate this agreement prior to the expiration date (i) with
or without cause, upon thirty (30) days written notice to the other party, or
(ii) immediately upon written notice, in the event of a material breach by the
other party.


12.                                 This Agreement shall be governed by the laws
of the State of New York applicable to contracts to be fully performed therein.
This Agreement is not assignable without the express written consent of Pfizer,
and may be modified or amended only in writing signed by the party to be bound.


13.                                 This Agreement and documents referred to
herein embody the entire understanding between the parties hereto, will supersede
prior agreements relating to the Products, and may be modified



 5
 









only in writing and signed by the parties to be bound.
No activities conducted pursuant to this Agreement or related thereto, including but not limited to
the future planning activities of the parties, shall be deemed to give rise to any obligations on the part of
either party other than as expressly provided for herein.


IN WITNESS WHEREOF, intending to be legally bound, the
parties have executed this Agreement.


 


	
  MWl Veterinary Supply Co.

  	
  Pfizer Inc

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/ James F. Cleary, Jr.

  	
   

  	
  BY:

  	
  /s/ Robert DiMarzo

  
	
   

  	
   

  	
  Robert DiMarzo

  
	
  Print Name:

  	
  James F. Cleary, Jr.

  	
   

  	
   

  	
  President, U.S. Operations 

  
	
   

  	
   

  	
  Pfizer Animal Health

  
	
  Title:

  	
  President & CEO

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  3/22/07

  	
   

  	
  Date:

  	
  4/3/07

  
								



 



 6