**Exhibit 10.1**

 

**** — CERTAIN INFORMATION IN THIS EXHIBIT HAS BEENOMITTED AND FILED SEPARATELY WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTEDWITH RESPECT TO THE OMITTED PORTIONS.**

 

**2010 PFIZER EQUINE PRODUCTS MARKETING AGREEMENT**

 

ThisAgreement dated and effective as of January 1, 2010 is made by and betweenPfizer Inc, 235 East 42nd Street, New York, New York 10017(hereinafter, “**PFIZER**”) and MWI Veterinary SupplyCompany, 651 South Stratford Drive, Suite 100, Meridian, ID83642 (hereinafter, “**MWI**”).

 

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

 

2.                                       MWI recognizes and agrees to the following:

 

(a)                                  PFIZER haselected to work with a select group of distributors that are committed tomaximizing the sale of the Products and to working closely with PFIZER toidentify market opportunities for both companies. The intent of this Agreementis to attain that goal;

 

(b)                                 PFIZER intendsto utilize this group of distributors to sell the Products to customers belowthem in the distribution chain and that PFIZER has, and may in the future, runpromotions and other activities that would be seriously prejudiced if MWIresells the Products to other PFIZER contract distributors, non-employee agentsor through brokers.

 

3.                                       Accordingly, MWI shall:

 

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

 

(b)                                 maintain afull-time outside and inside sales force that will personally and activelysolicit sales of the Products and pay such sales representatives reasonablecommission as MWI deems appropriate in its sole discretion;

 

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

 

(d)                                 MWI will providePDA/EDI with sales out data on each PFIZER sku MWI sells. MWI will provideto Covansys its Health Industry Number, Customer Health Industry Number, PFIZERproduct number, transaction date, ship to zip code, number of units and pricewith respect to each sale of product, and unit inventories on each PFIZER skuthat MWI sells. This information should be sent to Covansys. Sales out datashall be provided to Covansys within /**/ of the date of each invoice. MWI willuse its best efforts to insure sales out data integrity and timeliness;

 

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(e)                                  set its resaleprices for the Products independently and at its sole discretion;

 

(f)                                    cooperate fullywith PFIZER by actively participating in such strategy sessions as PFIZERreasonably may require, for the purpose of developing programs to increase useof the Products; and to cooperate fully with PFIZER in implementing allpromotions and sales campaigns for the Products;

 

(g)                                 allow PFIZER’srepresentatives to attend and actively participate in meetings of MWI’s salesrepresentatives;

 

(h)                                 distribute theProducts only under the labeling provided by PFIZER; prescribe, recommend,suggest, and advertise each Product for use only under the conditions stated inthe labeling provided by PFIZER; and observe all federal, state, and local lawsgoverning the distribution of animal drugs. In the case of Products bearing thelegend, “CAUTION: FEDERAL LAW RESTRICTS THIS DRUG TO USE BY OR ON THE ORDER OFA LICENSED VETERINARIAN,” or any similar legend, sell such Products only to oron the order of a licensed veterinarian for use in the course of his or herprofessional practice or to another person or entity regularly and lawfullyengaged in the use, distribution or dispensing of such legend drugs;

 

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

 

(j)                                     take no action,whether or not identified above, that would harm the goodwill or name ofPFIZER, or damage the interests of PFIZER or the Products, other than wheresupported by sound factual evidence. For purposes of this Agreement “Goodwill”shall mean the marketplace advantage of customer patronage and loyaltydeveloped with continuous business under the same name over a period of time;

 

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

 

(l)                                     MWI may makeuse of the Product Focus Funds provided for in Exhibit D hereto;

 

(m)                               Make payment toPFIZER /**/; and

 

(n)                                 Provide toPFIZER by the close of business on the last business day of each PFIZERAccounting Period (as set forth in Exhibit E hereto) an inventory reportcovering all inventory purchased from PFIZER and setting forth in dollars atMWI’s acquisition cost from PFIZER the amount of inventory by species. MWIagrees that PFIZER shall have the right to 

 

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auditinventory in the possession of MWI to confirm compliance with thisparagraph 3(n) and to confirm the accuracy of the data contained inthe report.

 

(o)                                 Eachdistributor, veterinarian, dealer or producer must make its own independentdecision as to whether and how to sell and/or purchase Pfizer Animal Health’sEquine products, including at what price to advertise, sell or value PfizerAnimal Health’s Equine products. Notwithstanding the above, Pfizer may excludefrom rebate calculations any Pfizer Products sold by distributors,veterinarians, dealers or producers below the recommended selling price.

 

4.                                       PFIZER shall:

 

(a)                                  sell theProducts to MWI at the prices in effect in the then current published PFIZERAnimal Health Products Distributor Price List (hereinafter, “**Price List**”). PFIZER also shall permit MWI to participate inthe distributor incentive programs offered by PFIZER, in accordance with theterms of such programs. PFIZER shall have the unrestricted right to revise theprices, terms and conditions of the Price List, and to add or delete Productsor package sizes, without advance notice to MWI, and the revisions shall beeffective on all orders submitted after the effective date of the pricerevisions. 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;

 

(b)                                 compensate MWIin accordance with Exhibits B, D and E hereto. In the event that oneAgreement holder acquires or combines with another Agreement holder, thepurchase objectives will be adjusted accordingly for the purpose of determiningincentives earned; and

 

(c)                                  allow MWIcredit on prepaid returns in accordance with PFIZER’s Outdated Products Policywhich is in effect at the time.

 

(d)                                 Agreementholders with more than one location must combine purchases of all locations todetermine attainment level for incentives. In the event that one Agreementholder acquires or combines with another Agreement holder, the purchaseobjectives will be adjusted accordingly for the purpose of determiningincentives earned.

 

(e)                                  Direct purchasefrom PFIZER will be used to determine the level of purchases achieved. Anydiscrepancies must be documented by the Marketing Agreement holder using copiesof PFIZER invoices.

 

5.                                       Nothing in this Agreement shall be deemed to limit PFIZER’s ability tosell Products to any other party.

 

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

 

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7.                                       MWI shall not be provided with any rebate, discount or other compensationfor Products handled under this Agreement unless specifically set forth herein.MWI will NOT be eligible to collect an RSA or Performance Payment on anylateral sales to other PFIZER contract distributors or to an unauthorizedPfizer distributor. (It is MWI’s obligation to confirm with Pfizer, prior tomaking a sale, as to whether a distributor is a PFIZER contract distributor oran unauthorized distributor.) Nor shall MWI be eligible to collect an RSA orPerformance Payment on sales made through brokers or non-employee agents.

 

8.                                       The following standard conditions shall apply to all sales under thisAgreement:

 

(a)                                  MWI shallcooperate fully with PFIZER in participating fully in the Animal HealthInstitute Electronic Data Interchange (“**AHI EDI**”) forthe reporting of sales and inventory data on a daily basis. The data to bereported shall be as described in the AHI EDI Transaction sets.

 

(b)                                 all orders aresubject to acceptance by PFIZER’s New York Headquarters. Title to the goodsshall pass to MWI once they have been properly delivered to the addressdesignated by MWI. Products requiring temperature control will be shippedF.O.B. destination;

 

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

 

(d)                                 EXCEPT AS SETFORTH 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 shalldefend and indemnify MWI from all claims resulting from any breach by PFIZER ofthe warranties set forth in this paragraph 8, and specifically any claimthat the Products, as sold by PFIZER, were defective. In the event PFIZER isfound by any court of competent jurisdiction to be liable for any claim basedin products liability, then PFIZER shall reimburse MWI’s reasonable legal feesincurred in the course of cooperating with PFIZER’s defense. To be covered bythis 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; andcooperate fully with PFIZER in the matter. This defense, indemnity and paymentfor legal fees shall not apply to claims alleging: MWI alteration, negligenthandling or improper storage of the Products; sale of outdated Products; saleor recommendation of the Products for uses or in a manner not set forth in thelabeling supplied by PFIZER; or sale of the Products after receipt of noticefrom PFIZER that such sales should be halted;

 

(f)                                    in no eventshall PFIZER be liable to MWI for special, collateral, incidental, orconsequential damages in connection with or arising out of the purchase,resale, or use of the Products. Except as provided undersubparagraph 8(e), above, total damages recoverable against PFIZER by MWIshall be exclusively limited to the purchase price of the Products with respectto which damages are claimed;

 

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(g)                                 failure ofPFIZER 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 conditionbeyond the control of the party so failing, shall not subject the failing partyto any liability to the other and, at the option of either party, that order orportion thereof not delivered may be canceled;

 

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

 

9.                                       MWI shall not delegate its duty of performance or assign its obligationsunder this Agreement without the prior written consent of PFIZER.

 

10.                                 MWI and PFIZER agree that, under the specific circumstances delineatedherein, PFIZER, at PFIZER’s sole discretion may recoup the sums outstanding toit from MWI against those sums which may become due from PFIZER to MWI, in thatthe obligations arise from mutual transactions. The specific circumstanceswhich will enable PFIZER to initiate recoupment are:

 

(a)                                  MWI becomesinsolvent which shall be defined as:

 

(i)                                     the sum of MWI’sdebts is greater than all of MWI’s property (“**BalanceSheet Test**”); or

 

(ii)                                  MWI is generallynot paying its debts as they come due; or

 

(iii)                               MWI has failedto act in good faith for a period in excess of six months to resolve anyoutstanding invoice or purchase order issues or reconciliations.

 

(b)                                 MWI commences aliquidation of its operations by means of a sale of its assets in theirentirety or piecemeal; or

 

(c)                                  MWI ceases itsbusiness operations whether or not such cessation is voluntary or involuntary;or

 

(d)                                 MWI files aproceeding pursuant to the U.S. Bankruptcy Code or any state court proceeding,including an Assignment for the Benefit of Creditors.

 

11.                                 This Agreement shall be effective as of the date first written above andshall continue in force until December 31, 2010. Either party mayterminate this Agreement prior to the expiration date (i) with or withoutcause, upon thirty (30) days written notice to the other party, or(ii) immediately upon written notice, in the event of a material breach bythe other party.

 

12.                                 MWI and PFIZER acknowledge that in the performance of their dutieshereunder MWI and PFIZER may obtain access to “Confidential Information” (asdefined below) of each 

 

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other. MWI and PFIZER agree that during the term ofthis Agreement and for a period of five (5) years after the termination ofthis Agreement, unless specifically permitted in writing by the other party,which permission shall not be unreasonably withheld, especially in connectionwith the sale of all or a substantial portion of MWI’s business, 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, anysuch Confidential Information. As used herein the term “ConfidentialInformation” means any information, or data, whether of a business orscientific nature and whether in written, oral or tangible form, relating toPFIZER’s and MWI’s business or potential business or its research anddevelopment activities, not generally available to or known to the public, andnot otherwise known to the receiving party, that is disclosed to or learned bythe other party pursuant hereto. “Confidential Information” does not mean orinclude any information: (a) which is, at the time of disclosure,available to the general public; or (b) which following disclosure becomesavailable to the general public through no fault of the recipient; or(c) which recipient can demonstrate was in its possession before receipt;or (d) which is disclosed to recipient without restriction on disclosure.Upon completion of the work provided for hereunder or other termination of thisAgreement each party will return to the other party any documents, or copiesthereof, or any product samples, containing or constituting ConfidentialInformation disclosed to or generated by either party in connection with thisAgreement. Neither MWI nor PFIZER shall disclose the existence of thisAgreement without the consent of the other party hereto.

 

13.                                 This Agreement shall be governed by the laws of the State of New Yorkapplicable to contracts to be fully performed therein.

 

14.                                 This Agreement and documents referred to herein embody the entireunderstanding between the parties hereto, will supersede prior agreementsrelating to the Products, and may be modified only in writing and signed by theparties to be bound. No activities conducted pursuant to this Agreement orrelated thereto, including but not limited to the future planning activities ofthe parties, shall be deemed to give rise to any obligations on the part ofeither party other than as expressly provided for herein.

 

INWITNESS WHEREOF, intending to be legally bound, the parties have executed thisAgreement.

 
| MWI  Veterinary Supply Company |            | Pfizer  Inc. |
|--------------------------------|-----------------|--------------|
|                           |            |         |
|                           |            |         |
| By:                            | /s/  Jim Cleary |         | By: | /s/  Clinton A. Lewis, Jr. |
|                           |            |         |   | Clinton  A. Lewis, Jr. |
| Print  Name:                   | Jim  Cleary     |         |   | President,  U.S. Operations |
|                           |            |         |   | Pfizer  Animal Health |
| Title:                         | President       |         |   |   |
|                           |            |         |   |   |
| Date:                          | April  29, 2010 |         | Date: | 5/3/10 |

 

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**Exhibit A**

 

Ethical Equine Distributor Product & RSA List(Equine - LVSTK Distributor)

 

**EFFECTIVE:   **January 1, 2010 - December 31,2010

 
| **SKU #**               | ** ** | **DESCRIPTION**                   | ** ** | **Rx** | ** ** | **UNIT** | ** ** | **Units/Ship  per Min.  Quantity** | ** ** | **RSA  Eligible** | ** ** | **RSA %** | ** ** | **Performance  Eligible** |
|-------------------------|------------|-----------------------------------|------------|--------|------------|----------|------------|------------------------------------|------------|-------------------|------------|-----------|------------|---------------------------|
| **ANTI-INFLAMMATORIES** |
| 1424                    |       | Depo-Medrol,  40 mg/ml            |       |   |       | 5ml      |       | 24                                 |       | /**/              |       | /**/      |       | /**/                      |
| 1425                    |       | Depo-Medrol,  20 mg/10 ml         |       | Rx     |       | 10ml     |       | 25                                 |       | /**/              |       | /**/      |       | /**/                      |
| 1426                    |       | Depo-Medrol,  20 mg/20 ml         |       | Rx     |       | 20ml     |       | 24                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2187                    |       | Domoso  Gel                       |       | Rx     |       | 60 gm    |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2188                    |       | Domoso  Gel                       |       | Rx     |       | 120 gm   |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2189                    |       | Domoso  Solution                  |       | Rx     |       | 16 oz    |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2190                    |       | Domoso  Solution                  |       | Rx     |       | Gallon   |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2192                    |       | Flucort  Solution                 |       | Rx     |       | 100 ml   |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 1432                    |       | Hylartin  V                       |       | Rx     |       | 2 ml     |       | 48                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2193                    |       | Ketofen                           |       | Rx     |       | 50 ml    |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2194                    |       | Ketofen                           |       | Rx     |       | 100 ml   |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 1478                    |       | Predef  2X                        |       | Rx     |       | 100 ml   |       | 6                                  |       | /**/              |       | /**/      |       | /**/                      |
| 1489                    |       | Solu-Delta  Cortef, 100 mg        |       | Rx     |       | 10 ml    |       | 24                                 |       | /**/              |       | /**/      |       | /**/                      |
| 1490                    |       | Solu-Delta  Cortef, 500 mg        |       | Rx     |       | 10 ml    |       | 24                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2209                    |       | Torbugesic,  10 mg                |       | CIV    |       | 10 ml    |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2210                    |       | Torbugesic,  10 mg                |       | CIV    |       | 50 ml    |       |                               |       | /**/              |       | /**/      |       | /**/                      |
| **ANTI-INFECTIVES**     |
| 1506                    |       | Excede                            |       | Rx     |       | 200mg    |       | 10                                 |       | /**/              |       | /**/      |       | /**/                      |
| 1465                    |       | Naxcel                            |       | Rx     |       | 1 gm     |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 1466                    |       | Naxcel                            |       | Rx     |       | 4 gm     |       | 6                                  |       | /**/              |       | /**/      |       | /**/                      |
| 1463                    |       | Sterile  Water                    |       |   |       | 80 ml    |       | 6                                  |       | /**/              |       | /**/      |       | /**/                      |
| 1464                    |       | Sterile  Water                    |       |   |       | 20ml     |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 1519                    |       | Tucoprim  Powder                  |       | Rx     |       | 400 gm   |       | 20                                 |       | /**/              |       | /**/      |       | /**/                      |
| 1494                    |       | Tucoprim  Powder                  |       | Rx     |       | 2000 gm  |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| **ANTISEPTICS**         |
| 2198                    |       | Nolvasan  Suspension              |       |   |       | 28 ml    |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2055                    |       | Nolvasan  Solution                |       |   |       | Gallon   |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2045                    |       | Nolvasan  Antiseptic Ointment     |       |   |       | 7 oz     |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2046                    |       | Nolvasan  Antiseptic Ointment     |       |   |       | 16 oz    |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2049                    |       | Nolvasan  S                       |       |   |       | 16 oz    |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2050                    |       | Nolvasan  S                       |       |   |       | Gallon   |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2051                    |       | Nolvasan  Shampoo                 |       |   |       | 8 oz     |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2052                    |       | Nolvasan  Shampoo                 |       |   |       | Gallon   |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2053                    |       | Nolvasan  Skin and Wound Cleanser |       |   |       | 4 oz     |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2054                    |       | Nolvasan  Skin and Wound Cleanser |       |   |       | 8 oz     |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2056                    |       | Nolvasan  Surgical Scrub          |       |   |       | 16 oz    |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2057                    |       | Nolvasan  Surgical Scrub          |       |   |       | Gallon   |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |

 

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| **SKU #**                                  | ** ** | **DESCRIPTION**                      | ** ** | **Rx** | ** ** | **UNIT**  | ** ** | **Units/Ship  per Min.  Quantity** | ** ** | **RSA  Eligible** | ** ** | **RSA %** | ** ** | **Performance  Eligible** |
|--------------------------------------------|------------|--------------------------------------|------------|--------|------------|-----------|------------|------------------------------------|------------|-------------------|------------|-----------|------------|---------------------------|
| **BIOLOGICALS (PER DOSE)**                 |
| 2114                                       |       | Arvac  Arteritis Vaccine             |       |   |       | 10 x 1ds  |       | 10                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2116                                       |       | Equiloid  Innovator                  |       |   |       | 12 x 1ds  |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2117                                       |       | Equiloid  Innovator                  |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2119                                       |       | Equivac  Innovator EHV 1/4           |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2120                                       |       | Fluvac  Innovator                    |       |   |       | 12 x 1ds  |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2122                                       |       | Fluvac  Innovator                    |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2139                                       |       | Fluvac  Innovator EHV-4/1            |       |   |       | 12 x 1ds  |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2141                                       |       | Fluvac  Innovator EHV-4/1            |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2123                                       |       | Fluvac  Innovator 4                  |       |   |       | 12 x 1ds  |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2125                                       |       | Fluvac  Innovator 4                  |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2128                                       |       | Fluvac  Innovator 5                  |       |   |       | 12 x 1ds  |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2130                                       |       | Fluvac  Innovator 5                  |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2134                                       |       | Fluvac  Innovator 6                  |       |   |       | 12 x 1ds  |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2136                                       |       | Fluvac  Innovator 6                  |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2146                                       |       | Fluvac  Innovator Triple-E FT        |       |   |       | 12 x 1ds  |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2147                                       |       | Fluvac  Innovator Triple-E FT        |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2151                                       |       | Pinnacle  I.N.                       |       |   |       | 10 x 1ds  |       | 10                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2153                                       |       | Pneumabort-K  + 1 b                  |       |   |       | 12 x 1ds  |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2155                                       |       | Pneumabort-K  + 1 b                  |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2156                                       |       | PotomacGuard                         |       |   |       | 12 x 1ds  |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2158                                       |       | PotomacGuard                         |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2159                                       |       | Rotovirus                            |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2160                                       |       | Tetanus  Antitoxin                   |       |   |       |      |       |                               |       | /**/              |       | /**/      |       | /**/                      |
| 2162                                       |       | Tetanus  Antitoxin                   |       |   |       |      |       |                               |       | /**/              |       | /**/      |       | /**/                      |
| 2164                                       |       | Tetanus  Toxiod                      |       |   |       | 12 x 1ds  |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2166                                       |       | Tetanus  Toxiod                      |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2167                                       |       | Triple-E  T Innovator                |       |   |       | 12 x 1ds  |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2169                                       |       | Triple-E  T Innovator                |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2184                                       |       | West  Nile-Innovator DNA             |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2181                                       |       | West  Nile-Innovator                 |       |   |       | 12 x 1ds  |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2183                                       |       | West  Nile-Innovator                 |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2172                                       |       | West  Nile-Innovator + EW            |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2173                                       |       | West  Nile-Innovator + EWT           |       |   |       | 12 x 1ds  |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2175                                       |       | West  Nile-Innovator + EWT           |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2177                                       |       | West  Nile-Innovator + VEWT          |       |   |       | 12 x 1ds  |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2180                                       |       | West  Nile-Innovator + VEWT          |       |   |       | 10ds      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 5237                                       |       | Zylexis                              |       | Rx     |       | 5 x 1ds   |       | 150                                |       | /**/              |       | /**/      |       | /**/                      |
| **PARASITICIDES &  INSECTICIDES** |
| 6045                                       |       | Anthelcide  EQ Paste                 |       |   |       | Tube      |       | 72                                 |       | /**/              |       | /**/      |       | /**/                      |
| 6056                                       |       | Anthelcide  EQ Suspension            |       |   |       | Gallon    |       | 4                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2200                                       |       | Quest  Sure Dial, 11.6 gm            |       |   |       | Tube      |       | 40                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2203                                       |       | Quest  Plus Equine Oral Gel, 11.6 gm |       |   |       | Tube      |       | 40                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2204                                       |       | Quest  Plus Equine Oral Gel, 11.6 gm |       |   |       | Tube      |       | 50                                 |       | /**/              |       | /**/      |       | /**/                      |
| 2207                                       |       | Quest  Bulk, 11.6 gm                 |       |   |       | Tube      |       | 50                                 |       | /**/              |       | /**/      |       | /**/                      |
| 8803                                       |       | Solitude  IGR                        |       |   |       | 2 lb pail |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 8807                                       |       | Solitude  IGR                        |       |   |       | 6 lb pail |       | 6                                  |       | /**/              |       | /**/      |       | /**/                      |

 

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| **SKU #**                            | ** ** | **DESCRIPTION**        | ** ** | **Rx** | ** ** | **UNIT**   | ** ** | **Units/Ship  per Min.  Quantity** | ** ** | **RSA  Eligible** | ** ** | **RSA %** | ** ** | **Performance  Eligible** |
|--------------------------------------|------------|------------------------|------------|--------|------------|------------|------------|------------------------------------|------------|-------------------|------------|-----------|------------|---------------------------|
| 8808                                 |       | Solitude  IGR          |       |   |       | 20 lb Pail |       | 2                                  |       | /**/              |       | /**/      |       | /**/                      |
| 7973                                 |       | Strongid  Paste        |       |   |       | Tube       |       | 72                                 |       | /**/              |       | /**/      |       | /**/                      |
| 7974                                 |       | Strongid  Paste Bulk   |       |   |       | Tube       |       | 96                                 |       | /**/              |       | /**/      |       | /**/                      |
| 7969                                 |       | Strongid  C            |       |   |       | 25 lb Pail |       | 36                                 |       | /**/              |       | /**/      |       | /**/                      |
| 7900                                 |       | Strongid  C 2X         |       |   |       | 10 lb Pail |       | 100                                |       | /**/              |       | /**/      |       | /**/                      |
| 7866                                 |       | Strongid  C 2X         |       |   |       | 50 lb Bag  |       | 10                                 |       | /**/              |       | /**/      |       | /**/                      |
| 7972                                 |       | Strongid  T            |       | Rx     |       | Quart      |       | 6                                  |       | /**/              |       | /**/      |       | /**/                      |
| **SEDATIVES &  ANESTHESIA** |
| 1419                                 |       | Carbocaine-V           |       | Rx     |       | 50 ml      |       | 100                                |       | /**/              |       | /**/      |       | /**/                      |
| 6290                                 |       | Dormosedan             |       | Rx     |       | 5 ml       |       | 10                                 |       | /**/              |       | /**/      |       | /**/                      |
| 6292                                 |       | Dormosedan             |       | Rx     |       | 20 ml      |       | 10                                 |       | /**/              |       | /**/      |       | /**/                      |
| **SUPPLEMENTS**                      |
| 2185                                 |       | Clovite  Conditioner   |       |   |       | 5 lb       |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2186                                 |       | Clovite  Conditioner   |       |   |       | 25 lb      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 8047                                 |       | Lixotinic              |       |   |       | Gallon     |       | 4                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2211                                 |       | V.A.L.  Syrup          |       |   |       | Gallon     |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| **WOUND CARE**                       |
| 8021                                 |       | Derma-Clens            |       |   |       | 14 ounce   |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 8252                                 |       | Granulex-V  Aero Spray |       |   |       | 4 ounce    |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| 8253                                 |       | Granulex-V  Liquid     |       |   |       | 1 ounce    |       | 12                                 |       | /**/              |       | /**/      |       | /**/                      |
| **REPRODUCTIVE PRODUCTS**            |
| 1455                                 |       | Lutalyse               |       | Rx     |       | 30 ml      |       | 96                                 |       | /**/              |       | /**/      |       | /**/                      |
| 1504                                 |       | Lutalyse               |       | Rx     |       | 100 ml     |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| **OTHER PRODUCTS**                   |
| 2033                                 |       | Amiglyde  V            |       | Rx     |       | 48ml       |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2191                                 |       | Equipoise              |       | CIII   |       | 50 ml      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2195                                 |       | Kopertox               |       |   |       | 8 oz       |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 2196                                 |       | Kopertox               |       |   |       | 16 oz      |       | 1                                  |       | /**/              |       | /**/      |       | /**/                      |
| 1487                                 |       | Roccal-D  Plus         |       |   |       | Gallon     |       | 4                                  |       | /**/              |       | /**/      |       | /**/                      |

 

**Termsof All Equine Product Shipments:**

1.               All orders mustexceed $250 for freight pre-paid.

2.               All orders willbe shipped in specified “Units/Shipper” quantities only.

3.               All orders willreceive standard terms.

4.               Prices aresubject to change without notice.

 

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**Exhibit B**

 

PFIZERshall compensate MWI in the following ways:

 

(a)           Reimburse MWI on a percentage ofsales out of Products as designated on the RSA product list contained inExhibit A, per the EDI sales out data calculated based on the productspurchase price contained in the Price List.

 

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**Exhibit C**

 

**Performance Payment**

 

MWIwill be eligible to receive the performance payments set forth in thisclause 1 below subject to the performance criteria set forth below and MWI’sfulfillment of all of the other obligations contained in this Agreement.

 

IfMWI has achieved sales out during the period January 1, 2010 throughDecember 31, 2010 of at least /**/of the Products listed below, MWI willbe eligible for a performance payment. The performance payment will be equalto:

 
|   | a) | $/**/plus                                         |
|--------|----|---------------------------------------------------|
|   | b) | /**/  of all sales out between /**/ and /**/ plus |
|   | c) | /**/  of sales out between /**/ and /**/ plus     |
|   | d) | /**/  of sales out between /**/ and /**/          |

 

OnlyEDI data for invoices dated January 1, 2010 through December 31, 2010and submitted to Covansys by December 31, 2010 and accepted by PFIZER fromCovansys by January 5, 2011 will count towards the calculation of salesout for the period.

 

Onlysales by MWI of the products listed in Exhibit A count towards theperformance payments under this Exhibit C.

 

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**Exhibit D**

 

**Product Focus Funds**

 

IfMWI fulfils all of the obligations set forth in this Exhibit D, PFIZER willpay MWI up to a maximum of /**/ in Product Focus funds (“PFF”) based on MWIexecuting PFF’s which are agreed with PFIZER. Programs that use these fundsmust be discussed in advance with MWI’s PFIZER Account Executive, submitted inwriting to PFIZER’s Senior Director of Distribution and approved in writing byPFIZER’s Senior Director of Distribution prior to the start of the program.PFIZER shall have no obligation to pay MWI PFF’s if the parties are unable toagree on the programs to be funded. In addition;

 

1.                                       To be eligiblefor PFF’s, programs must include specific performance metrics and specifics ontotal PFF’s to be spent in the program and how all PFF’s would be spent. In noevent will MWI be eligible to receive PFF’s in excess of /**/

 

2.                                       Programs thatresult in a direct price decrease to the Purchaser will not be supported.

 

3.                                       ALL PFF’SREQUIRE PROOF OF PERFORMANCE AT PROGRAM CONCLUSION. No payment of PFF’s will bemade by PFIZER to MWI until all proof or performance wrap-ups are submitted.

 

4.                                       All programwrap-ups are to be submitted within forty-five (45) days of completion of theprogram. Wrap ups for programs that run to year end 2010 should be submitted nolater than February 15, 2011 for payment. Any program wrap-ups submittedto PFIZER after February 15, 2011 for 2010 programs will be paid of out2011 PFF’s at PFIZER’s discretion. Programs will be paid by credit memo orcheck.

 

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**Exhibit E**

 

Pfizer Domestic 2010 Calendar

 
| **Accounting  Period** | ** ** | **Close Date** | ** ** | **# of Weeks** | ** ** |
|------------------------|------------|----------------|------------|----------------|------------|
| AP 1                   |       | 01/31/10       |       | 4              |       |
| AP 2                   |       | 02/28/10       |       | 4              |       |
| AP 3                   |       | 04/04/10       |       | 5              |       |
|                   |       |           |       |           |       |
| AP 4                   |       | 05/02/10       |       | 4              |       |
| AP 5                   |       | 05/30/10       |       | 4              |       |
| AP 6                   |       | 07/04/10       |       | 5              |       |
|                   |       |           |       |           |       |
| AP 7                   |       | 08/01/10       |       | 4              |       |
| AP 8                   |       | 08/29/10       |       | 4              |       |
| AP 9                   |       | 10/03/10       |       | 5              |       |
|                   |       |           |       |           |       |
| AP 10                  |       | 10/31/10       |       | 4              |       |
| AP 11                  |       | 11/30/10       |       | 5              |       |
| AP 12                  |       | 12/31/10       |       | 5              |       |

 

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