**Exhibit 10.3**

**MWI Veterinary Supply**

**2007- 2008 MERIAL INDEPENDENT SALES AGENT AGREEMENT**

THIS 2007 - 2008MERIAL INDEPENDENT SALES AGENT AGREEMENT (“Agreement”), is executed  as of this 16th day of November, 2006 andeffective as of the “Commencement Date” as defined below, by and between MERIALLIMITED, a company limited by shares registered in England and Wales(registered number 3332751) with a registered office at P.O. Box 327, Sandringham House,Sandringham Avenue, Harlow Business Park, Harlow, Essex CM19 5QA, England,and domesticated in Delaware, U.S.A. as MERIAL LLC, with a place of business at3239 Satellite Boulevard, Duluth, Georgia 30096-4640 USA (hereinafter “MERIAL”)and MWI Veterinary Supply Co., with a place of business at 651 S. StratfordDrive, Meridian, ID 83642 (hereinafter called “Independent Sales Agent”).

W I T N E S S E TH:

WHEREAS, MERIAL isa company that researches, develops, manufactures and distributespharmaceutical and biological products for animal health use, includingproducts for companion animals;

WHEREAS,Independent Sales Agent employs representatives (“Sales Agent Representatives”)who call upon veterinarians, in person and via telephone, to sell products tobe used for companion animals;

WHEREAS, MERIALdesires to appoint Independent Sales Agent to sell, market and provide servicesrelated to MERIAL companion animal products; and

WHEREAS,Independent Sales Agent accepts such appointment under the terms and conditionshereinafter set forth;

NOW THEREFORE, inexchange for the promises and covenants described in the Agreement, and othergood and valuable consideration, the receipt and adequacy of which are herebyacknowledged, MERIAL and Independent Sales Agent hereby agree as follows:

1.  DEFINITIONS AND INTERPRETATION

1.1                                 Definitions

In this Agreementand any Schedules incorporated herein, each expression below shall have thefollowing meaning unless expressly stated otherwise:

(a)                                  “Affiliate”shall mean (i) any business entity fifty percent (50%) or more of which isowned directly or indirectly by a party to this Agreement; (ii) any businessentity which directly or indirectly owns fifty percent (50%) or more of a partyto this Agreement; or (iii) any business entity under the direct or indirect controlof any business entity as described in (i) or (ii) above.

(b)                                 “AMA”shall mean an Authorized Merial Account.

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(c)                                  “BusinessDay” shall mean a day (except a Saturday or Sunday) on which banks in theU.S.A. are open for the normal range of banking business;

(d)                                 “CommencementDate” shall mean January 1, 2007;

(e)                                  “ConfidentialInformation” shall have the meaning given in paragraph 14.6 hereof;

(f)                                    “EDI”shall mean Electronic Data Interchange System;

(g)                                 “EDIInformation” shall mean EDI and procedures set forth in Schedule C, attachedhereto and incorporated herein, such information including MERIAL companionanimal product sales and AMA information consisting at a minimum of thecustomer’s name, address and account number as well as MERIAL companion animalproduct purchase information, including MERIAL companion animal product nameand quantity of MERIAL companion animal product purchased by package size andunits;

(h)                                 “InterestRate” shall mean the interest rate that is two percent (2%) above Citibank-New Yorkbranch’s prevailing prime rate in existence in the U.S.A.;

(i)                                     “MonthlyBusiness Share” shall mean the Independent Sales Agent’s percent share of therespective month’s total of the following: (i) commissioned sales (for which the Independent Sales Agent is named),(ii) Net Sales on which EDI transaction fees are paid to the Independent SalesAgent, and (iii) Net Sales made to NHOs for which a sales commission is paid tothe Independent Sales Agent.  Monthly BusinessShare percentages are as provided in Schedule B hereto;

(j)                                     “NamedSales Agent” shall mean the Independent Sales Agent that is designated on anorder by an Independent Sales Agent code;

(k)                                  “NamedSales Agent Sale(s)” shall mean a sale to an AMA in the Named Sales Agent’sTerritory generated by placement of an order with MERIAL by (i) the Named SalesAgent; (ii) an AMA designating a Named Sales Agent; or (iii) an authorizedMERIAL representative designating the Independent Sales Agent as the NamedAgent;

(l)                                     “NetSales” shall mean sales net of all discounts, rebates (including, but notlimited to, free goods, consumer coupons, and free dose offers) and returns;

(m)                               “NHO”shall mean Network Hospital Organization;

(n)                                 “OtherProducts” shall mean the finished MERIAL companion animal products, jointly andseverally, in such sizes and presentation forms as set forth in Schedule E,attached hereto and incorporated herein. The list of Other Products set forth in Schedule E may be amended, asMERIAL in its sole discretion determines necessary, to (i) include otherproducts which MERIAL may hereafter develop, manufacture, or market, or (ii)delete Other Products;

(o)                                 “Party”shall mean MERIAL or Independent Sales Agent;

(p)                                 “Products”shall mean the finished MERIAL companion animal products, jointly andseverally, in such sizes and presentation forms as set forth in Schedule A,attached hereto and incorporated herein. The list of Products set forth inSchedule A may be amended, as MERIAL in its sole discretion determinesnecessary, to (i) include other 

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products which MERIAL may hereafter develop,manufacture, or market, or (ii) delete Products;

(q)                                 “ProductLiterature” shall mean all advertising, promotional and technical literature,label and packaging text, package inserts or other material that bears aTrademark or that is used in the promotion of the Products and Other Products;

(r)                                    “Property”shall have the meaning given in paragraph 9.1 hereof;

(s)                                  “SalesAgent Representatives” shall have the meaning given in the second whereasclause.

(t)                                    “SalesGoal,” as specifically set forth in Schedule D hereto, shall mean the sum ofall Net Sales derived from (i) commissioned sales (for which the IndependentSales Agent is named ), (ii) Net Sales on which EDI transaction fees are paidto the Independent Sales Agent, and (iii) Net Sales made to NHOs for which asales commission is paid to the Independent Sales Agent;

(u)                                 “Term”shall mean the duration of this Agreement as defined in paragraph 3.1 hereinand any renewal(s) hereof;

(v)                                 “TerminationFee” shall have the meaning given in paragraph 3.2 hereof;

(w)                               “Territory”shall mean the following geographic area: United States

(x)                                   “Trademarks”shall mean all designated proprietary trademarks, and associated trade dress,tradenames, symbols, brand names, package designs and the like now or hereafterowned, acquired, used or registered by MERIAL in the Territory to identify (i)the Products of MERIAL, set forth in attached Schedule A, and which are to beused only on or in relation to the Products and (ii) the Other Products ofMERIAL, set forth in attached Schedule E, and which are to be used only on orin relation to the Other Products;

(y)                                 “UnitedStates” or “U.S.A” shall mean the fifty (50) states and the District ofColumbia that make up the United States of America;

(z)                                   “VeterinaryTrade” shall mean practicing veterinarians and animal hospitals that are incompliance with the rules of the American Veterinary Medical Association.

1.2                                 Interpretation

In this Agreement,unless expressly stated otherwise:

(a)                                  areference to any Party includes that Party’s executors, administrators andpermitted assigns, or being a company, its successors and permitted assigns;

(b)                                 thesingular includes the plural and vice versa;

(c)                                  areference to a gender includes each gender;

(d)                                 areference to a person includes an individual, firm, body, corporation,association (whether incorporated or not) and authority or agency (whethergovernmental, semi-governmental or local);

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(e)                                  areference to time of day is to the time applicable at the relevant date in theEastern time zone in the U.S.A.;

(f)                                    theinclusion of headings, clause numbers, italics, bold print and underlining isfor convenience of reference only and shall not affect the interpretation ofthis Agreement;

(g)                                 theschedules attached hereto are incorporated herein and deemed a part of thisAgreement;

(h)                                 areference to any agreement or document is to that agreement or document (and,where applicable, any of its provisions) as amended, novated, supplemented orreplaced from time to time;

(i)                                     areference to any statute, regulation, rule or other legislative provisionincludes any amendment to, statutory modification or re-enactment of,legislative provision substituted for, and any statutory instrument issuedunder that statute, regulation, rule or other legislative provision;

(j)                                     wherethe performance of an obligation under this Agreement falls on a day other thana Business Day, this Agreement shall be construed as requiring that obligationto be performed on the next Business Day;

(k)                                  unlessotherwise expressly stated herein, any reference to dollars or money shall meanthe lawful currency of the United States;

(l)                                     theword “writing” includes typewriting, printing, lithography, photography andother modes of visibly representing words and the word “written” has acorresponding meaning.

2.                                       RIGHTSGRANTED

2.1                                 Subjectto the terms and conditions hereof, MERIAL hereby appoints Independent SalesAgent to sell, market and provide services related to the Products to theVeterinary Trade in the Territory during the term of this Agreement.  Independent Sales Agent hereby accepts MERIAL’sappointment and agrees to use its reasonable efforts to promote the sale of theProducts to the Veterinary Trade in the Territory.  Independent Sales Agent further agrees toperform such services and other independent sales agent functions in theTerritory as MERIAL may from time to time reasonably request.  Furthermore:

(a)                                  IndependentSales Agent is authorized to obtain orders on behalf of MERIAL for the Productsfrom established AMAs in the Territory and from new accounts within theVeterinary Trade within the Territory, after MERIAL has approved suchaccount(s) as an AMA(s).  MERIAL shallpay commissions on the Net Sales of orders for Products from new and establishedAMAs within the Territory according to the schedule and terms outlined inSchedule B, attached hereto and incorporated herein by this reference.

(b)                                 IndependentSales Agent is authorized to obtain orders on behalf of MERIAL for the Productsfrom established NHOs within the Territory. MERIAL shall pay commissions on the Net Sales of orders for Productsfrom NHOs within the Territory according to the schedule and terms outlined inSchedule B.

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2.2                                 Subjectto the terms and conditions hereof, MERIAL hereby appoints Independent SalesAgent to sell, market and provide services related to the Other Products to theVeterinary Trade in the Territory during the term of this Agreement.  Independent Sales Agent hereby accepts MERIAL’sappointment.  Furthermore:

(a)                                  IndependentSales Agent is authorized to obtain orders for the Other Products fromestablished AMAs in the Territory and from new accounts within the VeterinaryTrade within the Territory, after MERIAL has approved such account(s) as anAMA(s).  MERIAL shall pay IndependentSales Agent a transaction fee of one percent (1%) for the Net Sales of eachorder for products listed as Other Products on Schedule E within the Territory,which is transmitted to MERIAL via EDI. No fee will be paid to Independent Sales Agent by MERIAL for orderswithin the Territory which are not transmitted to MERIAL via EDI, as requiredhereunder.

(b)                                 IndependentSales Agent is authorized to obtain orders for the Other Products from NHOs inthe Territory.  MERIAL shall pay IndependentSales Agent for the Net Sales value of each order for Other Products from NHOswithin the Territory which is transmitted to MERIAL via EDI at a rate of onepercent (1%).

2.3                                 Itis expressly understood and agreed that the Independent Sales Agent is anindependent contractor and Independent Sales Agent shall have no authority, andshall not represent that it has any authority, to bind MERIAL to anyobligation, to act for or on behalf of MERIAL, to extend any warranty or makeany representation on behalf of MERIAL, or otherwise to assume, create orenlarge any obligation or responsibility on behalf of MERIAL or in MERIAL’sname. This Agreement does not constitute appointment of Independent Sales Agentas a distributor or franchisee or authorize the same to act as an agent forMERIAL for any purposes other than those that are expressly provided forherein.

2.4                                 IndependentSales Agent expressly acknowledges and agrees that during the term of thisAgreement, MERIAL may, upon fourteen (14) days written notice, amend ScheduleA, as MERIAL in its sole discretion determines necessary, to (i) includeadditional products which MERIAL may hereafter develop, manufacture, or market,or (ii) delete Products, and such addition or deletion of products shall not bea breach of this Agreement or be considered termination of this Agreement.

2.5                                 IndependentSales Agent expressly acknowledges and agrees that during the term of thisAgreement, MERIAL may, upon fourteen (14) days written notice, amend ScheduleE, as MERIAL in its sole discretion determines necessary,  to (i) include additional products whichMERIAL may hereafter develop, manufacture, or market, or (ii) delete OtherProducts, and such addition or deletion of products shall not be a breach ofthis Agreement or be considered termination of this Agreement.

2.6                                 MERIALreserves the right to independently audit commissions and transaction fees paidby Independent Sales Agent to its Sales Representatives, pursuant to ScheduleB, for sales related to MERIAL Products and/or Other Products.

2.7                                 IndependentSales Agent expressly acknowledges and agrees that nothing contained hereinauthorizes Independent Sales Agent to appoint or create other or subindependent sales agents in the Territory without the prior written consent ofMERIAL. MERIAL reserves the right to expand or reduce the Territory upon thirty(30) days’ written notice to Independent Sales Agent and to authorize otherindependent

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sales agents to sell MERIAL Products and/or OtherProducts, with or without commission or transaction fee, in the Territory.  The expansion or reduction in the geographicboundaries of the Territory shall not be a breach of this Agreement or beconsidered a termination of this Agreement.

2.8                                 IndependentSales Agent shall refrain, in relation to the sale and promotion of Products orOther Products, from establishing any branch or distribution depot outside theUnited States and from actively seeking customers or orders outside the UnitedStates, without the prior written consent of MERIAL.

2.9                                 IndependentSales Agent shall sell the Product(s) and/or Other Product(s) only to thoseAMAs or Veterinary Trade accounts in which the veterinarian dispenses theProduct(s) and/or Other Product(s) to clients with whom the veterinarian has anexisting veterinarian-client-patient relationship and which accounts complywith other MERIAL criteria as communicated from time to time by MERIAL toIndependent Sales Agent in writing.

2.10                           IfIndependent Sales Agent becomes aware or MERIAL notifies Independent SalesAgent that any AMA or Veterinary Trade account does not comply with anycriteria set forth pursuant to Paragraph 2.9 (giving reasons if so requested),Independent Sales Agent shall promptly cease to sell to that account and shallnot resume sales until MERIAL is satisfied that MERIAL criteria are met.  MERIAL’s decision as to whether an AMA orVeterinary Trade account complies with MERIAL criteria shall be final.

3.                                       TERMAND TERMINATION 

3.1                                 ThisAgreement will be deemed to have commenced on the Commencement Date and,subject to its terms and conditions, shall continue in full force and effectfrom the Commencement Date through and until 31 December 2008.  This Agreement may be renewed for successiveterms by mutual agreement expressed in writing and signed by MERIAL andIndependent Sales Agent.

3.2                                 Eitherparty may terminate this agreement without cause and without penalty upon onehundred twenty (120) days’ prior written notice.  In the event that either party terminatesthis Agreement without cause upon less than one hundred twenty (120) days’prior written notice, such party will be obligated to pay a sum equal to thetotal commissions earned by Independent Sales Agent during the preceding four(4) month period (the “Termination Fee”); provided, however, that MERIAL’sobligation to pay the Termination Fee shall be subject to its rights underparagraph 7.1(c).  Except as otherwiseprovided in this Agreement, this Agreement shall terminate thirty (30) daysafter (i) either Party gives the other Party written notice of the other Party’sdefault of any of its material obligations under this Agreement, and (ii) theother Party fails to cure such default within such thirty (30) day period.

3.3                                 MERIALmay terminate this Agreement immediately by giving written notice of suchtermination to Independent Sales Agent, and such termination shall take effectupon receipt of such notice, in the event of any of the following:

(a)                                  IndependentSales Agent informs MERIAL in writing or its creditors generally thatIndependent Sales Agent is insolvent or is otherwise unable to meet itsobligations;

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(b)                                 anapplication is made to a court for the winding up of Independent Sales Agent’sbusiness;

(c)                                  anorder is made or a petition is issued or a resolution is passed for the windingup of Independent Sales Agent’s business;

(d)                                 executionis levied against Independent Sales Agent by creditors, debenture holders ortrustees under a floating charge;

(e)                                  IndependentSales Agent enters into a scheme of arrangement or composition with its creditors;

(f)                                    areceiver, manager or administrator is appointed to control the assets, or anypart of the assets, of Independent Sales Agent, or a petition for anadministration order or a petition for the appointment of a receiver is issued;

(g)                                 IndependentSales Agent seeks protection from its creditors in a bankruptcy court or takesadvantage of any other law or procedure for the protection of creditors;

(h)                                 IndependentSales Agent makes any assignment for the benefit of creditors; or

(i)                                     thereis a change in the beneficial interest in the shareholding of Independent SalesAgent, or all or substantially all of the assets of Independent Sales Agent areacquired by any other entity, or there is a change in the management ofIndependent Sales Agent which has the effect of altering the effective controlof Independent Sales Agent, without the prior consent in writing of MERIAL,which consent shall not be unreasonably withheld.

3.4                                 MERIALmay terminate this Agreement at any time before its expiration by giving thirty(30) days notice in writing to Independent Sales Agent in the event that anyrepresentation or warranty given or made pursuant to this Agreement byIndependent Sales Agent shall prove to have been incorrect or untrue in anyrespect.

3.5                                 IndependentSales Agent shall strictly comply with all applicable state, federal and otherlaws and regulations, including those relating to animal drugs, biologicals andpesticides.  Independent Sales Agentagrees that its failure to strictly comply with such laws and regulations shallresult in automatic termination of this Agreement without the need for anyprior notice by MERIAL.  In addition,either Party may terminate this Agreement immediately by sending written noticeto the other Party if the other Party’s actions under this Agreement conflictin any way with its obligations regarding Ethical Business Practices, as setforth in paragraph 16.

3.6                                 Uponthe effective date of expiration or termination of this Agreement by eitherParty, all Products, Other Products, Product Literature and promotional itemsin the possession of Independent Sales Agent shall be (a) returned byIndependent Sales Agent to MERIAL; (b) delivered to such agent as MERIAL maydesignate; or (c) disposed of according to MERIAL’s instructions.  Transportation of such Products, OtherProducts, Promotional Literature and promotional items shall be at MERIAL’ssole expense in the event this Agreement is terminated by MERIAL withoutIndependent Sales Agent’s default or breach under any provision of thisAgreement.  Upon termination orexpiration of this Agreement, Independent Sales Agent shall

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promptly remove from its letterhead, advertising, literature and placeof business and from all telephone and business directories and all commercialregistries of any kind, all reference to MERIAL and the Products and/or OtherProducts.  Independent Sales Agent shallnot thereafter use any confusingly similar corporate name, trade name ortrademarks, tending to give the impression that any relationship continues toexist between MERIAL and Independent Sales Agent for the Products and/or theOther Products.

3.7                                 Merialshall have no obligation to Independent Sales Agent arising from expiration ortermination of this Agreement, nor shall Independent Sales Agent be entitled tocompensation from Merial by reason of the expiration or termination of thisAgreement.  Expiration or terminationshall not extinguish obligations and liabilities accrued prior to expiration ortermination.  However, in the event ofexpiration or termination, Merial shall not be liable for any claims of lostfuture sales, profits, transaction fees or commissions, consequential damagesof any type or on account of expenditures, investments, leases or othercommitments relating to the business of goodwill of Independent Sales Agent.

4.                                       REMEDIES

INDEPENDENT SALES AGENTEXPRESSLY ACKNOWLEGES AND AGREES THAT MERIAL SHALL NOT BE RESPONSIBLE OR LIABLEFOR ANY LOSS OR DAMAGE (INCLUDING LOST COMMISSIONS, TRANSACTION FEES OR PROFITSOR OTHER CONSEQUENTIAL OR INCIDENTAL LOSS OR DAMAGE) HOWEVER CAUSED (WHETHER BYNEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE) WHICH MAY BE SUFFERED OR INCURREDOR WHICH MAY ARISE DIRECTLY OR INDIRECTLY FROM THIS AGREEMENT.  To the extent liability cannot by law bewaived in its entirety, Independent Sales Agent expressly acknowledges andagrees that it shall not be entitled to any lost commissions, transaction feesor profits or any other consequential or incidental damages or losses, and thatits sole remedy under this Agreement shall in no event exceed the amount of thetotal commission payment generated hereunder which may be in dispute.

5.                                       ORDERS

5.1                                 Allorders will be obtained at prices and upon terms established by MERIAL and willbe submitted to MERIAL by Independent Sales Agent for acceptance.  MERIAL shall only accept an order obtained byIndependent Sales Agent which complies with the terms and conditions hereof,and MERIAL will ship the Products and the Other Products ordered directly tothe AMA.  MERIAL will promptly provideIndependent Sales Agent with notice of any orders which fail to comport withthe terms and conditions of this Agreement and are therefore not accepted.

5.2                                 MERIALagrees to use reasonable efforts to fill orders obtained and submitted by theIndependent Sales Agent for the Products and/or Other Products as soon aspossible, subject to availability, the total requirements of MERIAL customers,and production facility capacity, but shall not be liable in any way for anyloss of trade or profit or commission or other damage or cost incurred byIndependent Sales Agent in the event of any rejection of any order or anysuspension, cancellation or delay in acceptance or delivery of any order.Independent Sales Agent shall utilize EDI as the primary means for transmittingorders from AMAs or Veterinary Trade accounts to MERIAL and shall adhere to theprovisions outlined in the attached EDI Policy for

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Independent Sales Agents(Schedule C, attached hereto and incorporated herein by this reference) for allorders placed with MERIAL via EDI.

6.                                       PERFORMANCEBY INDEPENDENT SALES AGENT

6.1                                 IndependentSales Agent expressly acknowledges and agrees that its principal obligation isto fully develop the market and provide excellent customer service for Productsand Other Products in the Territory.  Tothis end, Independent Sales Agent agrees that its responsibilities shallinclude, but shall not be limited to, the following:

(a)                                  IndependentSales Agent shall be responsible for promoting sales growth of the Products andOther Products in the Territory. Independent Sales Agent specifically agrees to:

(i)                                     Useall reasonable efforts to have AMAs and Veterinary Trade accounts activelyendorse the Products and prominently merchandise, display and promote the fullline of Products to achieve maximum sales potential;

(ii)                                  Usereasonable efforts to solicit orders for Products and Other Products from AMAsand Veterinary Trade Accounts;  Forpurposes of logistical efficiency and to ensure clinic inventories aresufficient to meet consumer demand on a routine basis, Independent Sales Agentwill implement an action plan before February 15, 2007 (the “Action Plan”),designed to elevate total orders at or in excess of 20 cartons for FRONTLINE®and HEARTGARD® brand products.  TheAction Plan will include but not be limited to educational programs for orderentry personnel, reminder systems to help maintain focus on this initiative andincentive programs funded from the promotional allowance designed to providesupport for achievement of specific sales objectives outlined in the ActionPlan.

(iii)                               Planand execute periodic market development campaigns with prior written approvalby MERIAL; vigorously support MERIAL promotional, educational, and advertisingactivities to increase sales of Products and Other Products; provide AMAs andthe Veterinary Trade with agreed allowances, samples if any, point-of-salematerials and MERIAL Product literature; maintain a trained sales force toexecute these activities and educate AMAs and Veterinary Trade accounts;provide training for Independent Sales Agent’s key personnel, including insideand outside sales representatives, in the proper procedure for placing AMAorders with MERIAL and administering MERIAL’s Returned Good Policy (whichpolicy MERIAL reserves the right to change, modify or amend at any time withoutprior notice); and assist MERIAL in providing AMAs in Independent Sales Agent’sTerritory full access to all MERIAL promotional allowances, marketing programs,point-of-purchase materials, and Product Literature;

(iv)                              Workwith MERIAL representatives to develop a business plan to ensure that keyveterinary customers in each MERIAL sales territory, as determined by MERIAL,implement merchandising initiatives to place such items as product displays,point of purchase materials, consumer coupons, etc., in such designatedpractices.

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(v)                                 Achieve,within the Territory, Performance Goals as set forth in Schedule D, attachedhereto and incorporated herein by this reference.  The terms of these Performance Goals shall beestablished by MERIAL for a given year by March 1 of that year preceding theyear this Agreement is in effect.  IfMERIAL does not establish the Performance Goals for a given year by March 1 ofthat year, such year’s Performance Goals shall be equal to one hundred twentypercent (120%) of the prior year’s Performance Goals, respectively.  Independent Sales Agent will assign salesgoals at the MERIAL sales territory level for total sales by Product and OtherProduct and will review sales performance by Product and Other Product categoryon a quarterly basis to ensure achievement of Performance Goals.

(vi)                              IndependentSales Agent will assign sales goals at the territory level for total sales byproduct and will review sales performance by product category on a quarterlybasis to ensure achievement of performance goals.

(vii)                           IndependentSales Agent shall provide adequate sales representation to contact and solicitorders from all AMAs and Veterinary Trade accounts in the Territory.  Independent Sales Agent shall submit orderswithin two hours of receipt from the AMA or Veterinary Trade account throughEDI or such other communications method designated and scheduled by MERIAL.

(b)                                 IndependentSales Agent shall submit to MERIAL, via EDI in accordance with Schedule Chereof, a current roster of its sales agent representatives at least once eachquarter.

(c)                                  IndependentSales Agent shall educate and train its sales personnel with material andcourses supplied by MERIAL and/or ensure their attendance at MERIAL trainingsessions to ensure a satisfactory level of knowledge about Products and OtherProducts and cooperate with MERIAL to offer suitable training and education tothe AMAs and Veterinary Trade accounts. MERIAL shall cover all reasonable expenses for those sales personnel ofIndependent Sales Agent who attend such training, including reasonablepre-approved travel expenses.

(d)                                 Subjectto the requirements of paragraph 6.1(e) hereof, Independent Sales Agent willdistinguish MERIAL Products and Other Products from other products it carriesby:

·                  conveying to Independent Sales Agent’ssales and marketing organizations the strategic importance of MERIAL and itsProducts and Other Products;

·                  recommending the Products and OtherProducts as the preferred products in their respective market categories toAMAs and the Veterinary Trade;

·                  offering sales representativesfinancial incentives to sell Products and Other Products, as designated inSchedule B hereto, that are comparable or greater than the incentives offeredby Independent Sales Agent to sell any other supplier’s products that competedirectly with Products or Other Products;

·                  permitting no negative sellingagainst any Products or Other Products;

·                  makingno affirmative efforts to shift sales of Products or Other Products tocompeting products;

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·                  regularly featuring Products andOther Products in daily detailing and sales campaigns and mailings;

·                  utilizing MERIAL sales and technicalsupport to increase and maintain sales support;

·                  providing MERIAL up to quarterlyaccess to its sales personnel for Product, Other Product and sales training;

·                  providing premium space allocation inpublications for Product and Other Product advertisements; and

·                  providingto MERIAL preferred participation in regional and national sales meetings.

(e)                                  Otherthan for those Products manufactured and/or marketed by MERIAL, neitherIndependent Sales Agent nor its Affiliates shall, directly or indirectly,manufacture, distribute, wholesale, take orders for (including the transmissionof uncompensated EDI orders), market, sell, promote, represent, broker orprovide services relating to: (i) any ivermectin product(s) or other productused for the treatment and/or control and/or prevention of heartworms orinternal parasites or both for cats and/or for dogs which is administered lessfrequently than daily or (ii) any product used or administered less frequentlythan weekly for the treatment and/or control and/or prevention of fleas orticks or both.  Notwithstanding theforegoing to the contrary, the restrictions on Independent Sales Agent pursuantto this Section 6.1(e) shall not apply to over-the-counter products (“OTCProducts”) which (a) were appropriately registered prior to January 1, 2005 and(b) contain the active ingredients amitraz, diazinon, carbaryl,organophosphates, pyrethrin, permethrins or permethrin derivatives, (s)methoprene, and pyriproxyfen.  IfIndependent Sales Agent is interested in selling OTC products registeredsubsequent to 2004, it may submit a written request to MERIAL for approval,which approval may be withheld within MERIAL’s sole discretion.  MERIAL shall provide Independent Sales Agentwith its approval or denial of Independent Sales Agent’s written request withinthree (3) business days (the “Approval Period”) of MERIAL’s receiptthereof.  If such approval or denial isnot received by Independent Sales Agent within the Approval Period, MERIAL’sapproval shall be deemed granted.  In theevent that Independent Sales Agent violates the terms of this paragraph 6.1(e)and manufactures, wholesales, markets, promotes, brokers, represents, sells,distributes or provides services relating to the types of products set forthherein at (i) or (ii) and not supplied or manufactured by MERIAL, MERIALreserves the right to immediately terminate this Agreement, without giving thenotice required by Paragraph 3.2, and permanently withhold all commissions thendue and owing to Independent Sales Agent by MERIAL.  MERIAL agrees that it will not accept EDIorders for Products from non-named sales agents with whom MERIAL does not havea valid Independent Sales Agent agreement.

(f)                                    Ensurecompliance with the Robinson-Patman Act and all other applicable laws.  Independent Sales Agent agrees that it shallnot rebate or otherwise provide any part of the commission payment, eitherdirectly or indirectly, to any AMA or Veterinary Trade account.

(g)                                 Arrangefor MERIAL representatives to meet and make sales calls with Independent SalesAgent’s representatives when needed to support MERIAL marketing and salespromotions.

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(h)                                 Makeno representations or warranties with respect to Products or Other Products,other than such representations issued or approved in writing by MERIAL.  Independent Sales Agent will not in any wayjeopardize the good will and reputation of MERIAL or its Products or OtherProducts.

(i)                                     Immediatelynotify MERIAL upon being made aware of any adverse reaction, injury, damage,claim or lawsuit involving a Product or Other Product, whether or not directlyattributable to the Product or Other Product. Independent Sales Agent, at the request and expense of MERIAL, shall doall such things as may be reasonably required to assist MERIAL in resolvingsuch matters.

(j)                                     Indemnifyand hold MERIAL, its parent companies, officers, directors, employees andrepresentatives harmless from and against all expenses, claims, damages,losses, liabilities or money judgments, including legal fees, incurred byMERIAL arising out of any act or omission by Independent Sales Agent includingfrom the negligence or fault of Independent Sales Agent, from Independent SalesAgent’s advertising or promotion of the Products or Other Products, orIndependent Sales Agent’s failure to comply with the terms of this Agreement,including promotion of the Products or Other Products outside the scope of MERIAL’ssafety and efficacy claims for the Products or Other Products, as the case maybe, except to the extent that said claim arises out of any act or omission ofMERIAL.

(k)                                  IndependentSales Agent shall not in any way jeopardize the good will and reputation ofMERIAL or Products or Other Products, and will have no authority to bind MERIALto any act or representation unless specifically so authorized in writing.  Independent Sales Agent shall indemnify andhold MERIAL harmless from and against all claims arising out of any breach ofthis subsection.

(l)                                     IndependentSales Agent records, which shall include but not be limited to accountingrecords, customer records, customer purchase orders and invoices, writtenpolicies and procedures, reports, correspondence, memoranda or any otherdocumentation relating to the marketing and sale of the Products or OtherProducts or any other matter relating to this Agreement, shall be open toinspection and subject to audit and/or reproduction, during normal business workinghours, by MERIAL or its authorized representative to the extent necessary toadequately evaluate Sales Agent Representative commissions, transaction fees orcustomer information submitted by Independent Sales Agent or desirable for anyother valid business purpose.  For thepurpose of such audits, inspections, examinations and evaluations, MERIAL orits authorized representative shall have access to said records beginning onthe Commencement Date and continuing for five (5) years following the terminationor expiration of this Agreement and any renewal thereof.

(m)                               ProvideMERIAL with timely, complete and accurate data on market conditions inIndependent Sales Agent’s Territory.

7.                                       PERFORMANCEBY MERIAL

7.1                                 MERIALagrees that it shall:

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(a)                                  Usereasonable efforts to fill orders submitted by Independent Sales Agents as soonas possible, giving consideration to the quantity of the Products available atthe time, the total requirements of MERIAL customers and the capacity ofproduction facilities.

(b)                                 Beresponsible for all collection actions and expenses.  Independent Sales Agent will assist inobtaining payment****from AMAs and Veterinary Tradeaccounts with overdue invoices when requested to do so by MERIAL.

(c)                                  PayIndependent Sales Agent, as full and total compensation for all servicesrendered under this Agreement, certain commissions for the sales of Products asoutlined in Schedule B and commissions or transaction fees for the sale ofOther Products as provided for in paragraph 2.2 hereof.  At all times, commissions and transactionfees will be calculated on Net Sales.  Anearnings statement reporting invoiced sales, Net Sales, and earnings (includingcommissions and transaction fees) will be provided monthly to Independent SalesAgent.  Independent Sales Agent alsoexpressly acknowledges and agrees that MERIAL has the right to applycommissions and transaction fees earned by Independent Sales Agent against anyamounts past due owed by Independent Sales Agent to MERIAL hereunder or underany distributor agreement with MERIAL.

(d)                                 Makeavailable for the purposes of securing sales from AMAs and Veterinary Tradeaccounts all national and/or regional deals and sales promotion programsdesigned for AMAs and applicable to Products.

(e)                                  Workwith Independent Sales Agent to conduct business planning to increase salesopportunities and results and to maximize the use of available resources forMERIAL Products.

(f)                                    Increaseawareness and usage of Products in Independent Sales Agent’s Territory by meansthat MERIAL determines to be reasonable, which may include:

i.                            Conductingnational and regional consumer marketing and promotional campaigns.

ii.                           Conductingsales promotions, disease and product awareness campaigns, and client educationprograms for AMAs and Veterinary Trade accounts.

iii.                        Providingmarketing assistance programs to develop professional promotional andeducational programs, workshops, and seminars as mutually agreed between MERIALand Independent Sales Agent.

iv.                       Providingproduct and skills training to Independent Sales Agent which may include thefollowing:

·                  sales trainingfor Independent Sales Agent’s field and telemarketing sales organizations;

·                  sales managementtraining for Independent Sales Agent’s managers;

·                  technicaltraining in the Products and the diseases which are controlled or prevented bythem; and, at Independent Sales Agent’s specific request, technical training inthe vaccines included as Other

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Products and the diseases which are controlled, treated, or preventedby them;

·                  conducting meetingsto inform Independent Sales Agent’s sales force about sales promotions and theuse of campaign detail materials, sales tools, and point-of-purchasemerchandising aids;

·                  participating inaccount presentations to AMAs; and

·                  handlingcustomer complaints and inquiries and providing consultations to promote andmaintain customer satisfaction.

(g)                                 Indemnifyand hold Independent Sales Agent harmless from and against any and all claims,damages, losses, and liabilities directly caused by the use of Products orOther Products, except to the extent that said claim arises out of anystatement, act, or omission by Independent Sales Agent.

7.2                                 MERIALshall maintain a MERIAL territory-based Sales Agent Representative trip programas described in Schedule B.  The value,duration, and location of any such trip shall be left to the sole discretion ofMERIAL.

8.                                       REPRESENTATIONSAND WARRANTIES OF INDEPENDENT SALES AGENT

8.1                                 IndependentSales Agent hereby represents and warrants to MERIAL as follows:

(a)                            IndependentSales Agent is an entity duly organized and validly existing under the laws ofthe State of Idaho and has full power and authority to enter into and performits obligations under this Agreement.

(b)                           IndependentSales Agent shall maintain a business establishment, facilities and resources,and sales staff adequate to handle all sales, service and promotion obligationsrequired of Independent Sales Agent under this Agreement.

9.                                       RESTRICTION

9.1                                 IndependentSales Agent expressly acknowledges and agrees that MERIAL’s exclusive property(the “Property”) includes:

(a)                                  alltrademarks, including those listed in Schedule A, Schedule E attached hereto,and all trade dress and tradenames now or hereinafter associated with Productsand Other Products, registered or unregistered;

(b)                                 formulationsof all Products and Other Products; and

(c)                                  allMERIAL logos, labels, package designs, literature, promotional pieces, datasheets, brochures and other printed matter now or hereafter associated withProducts and Other Products.

9.2                                 IndependentSales Agent is authorized on a non-exclusive basis to use the Property solelyin association with the marketing, promotion and sale of the correspondingProducts and/or Other Products, solely in the Territory, and solely during thethis Agreement, so long as Independent Sales Agent uses the Property inaccordance with MERIAL’s standards, specifications, and instructions.  Independent Sales Agent shall afford MERIAL areasonable opportunity to inspect and monitor Independent Sales Agent’s use ofthe Property.  All use of the Propertyshall clearly identify MERIAL as the owner of such Property and shall meet allrequirements of the United States

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Patent and TrademarkOffice and any other applicable agency. This authorization of use does not constitute a grant to IndependentSales Agent of any property right or interest in any Property.  Independent Sales Agent will have no right todelegate or assign rights granted to it under this, or any other, provision hereof.  Independent Sales Agent shall use theProperty only to the extent necessary to enable Independent Sales Agent tocarry out its obligations under this Agreement. Independent Sales Agent specifically agrees that (i) during thisAgreement, it shall not formulate, produce, distribute, wholesale or sell anycompetitive products as specified in paragraph 6.1(e); and (ii) after the termof this Agreement, it shall not formulate, produce, distribute, wholesale, sellor use within the Territory products, formulas, or trademarks embodying or identifiedwith the Property.  Independent SalesAgent represents that it has not sought or obtained and agrees not to seek orobtain, in the Territory or elsewhere, any trademark or copyright registrationor any patent embodying the Property and it further agrees to discontinue alluse of the Property after termination or expiration of this Agreement.

9.3                                 IndependentSales Agent agrees that it will not register or use any trademark which, in theopinion of MERIAL, is confusingly similar to the Trademarks or to any othertrademarks registered or used by MERIAL.

9.4                                 IndependentSales Agent agrees to use its reasonable efforts to prevent other persons fromseeking or obtaining any patents, trademarks or copyrights embodying theProperty.  Independent Sales Agent agreesto notify MERIAL immediately of any potential infringement or imitation of theProperty which comes to the attention of Independent Sales Agent during theterm of this Agreement.  IndependentSales Agent will render all reasonable assistance sought by MERIAL inconnection with any action taken by MERIAL to protect or enforce itsTrademarks.  All decisions about suchaction, including the determination whether to initiate action or to settle,will be under the sole control of MERIAL. MERIAL will not be liable for any attorney’s fees or expenses unlessIndependent Sales Agent incurs such fees and expenses at the written request ofMERIAL and only to the extent that MERIAL determines such fees to bereasonable.

9.5                                 IndependentSales Agent may not use the Property as a part of its trade name, unless suchuse is expressly authorized by MERIAL in writing, and shall never use it in amanner to indicate that Independent Sales Agent is anything other than anindependent contractor, as distinguished from an agent or employee of MERIAL,and shall never use such Property in a manner detrimental to the image orreputation of MERIAL or otherwise harmful to MERIAL interests.

9.6                                 IndependentSales Agent agrees that all uses of Trademarks and any enhancement in the valueof Property, in the Territory or elsewhere, which result from efforts ofIndependent Sales Agent, shall inure to MERIAL’s sole benefit.

10.                                 ASSIGNMENT

10.1                           IndependentSales Agent shall not, without the written consent of MERIAL, directly orindirectly in any manner assign, transfer, encumber or subcontract its rightsand obligations under this Agreement to any third party.

10.2                           MERIALmay assign, transfer or subcontract its rights and obligations hereunderwithout the approval of Independent Sales Agent.

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11.                                 STATUSOF INDEPENDENT SALES AGENT/TAXES

Independent Sales Agent is not a joint or co-venturer,partner, employee or agent of MERIAL and does not have any power or authority,directly or indirectly or through its directors, employees or agents, to bindMERIAL to any agreement with any person. Independent Sales Agent agrees that it shall comply with all relevantlaws relating to applicable payroll taxes and any other required taxes.  Independent Sales Agent shall indemnifyMERIAL against any and all claims arising from Independent Sales Agent’sfailure to pay any of said expenses, salaries or taxes, or to comply with anylaws relating to employment.

12.                                 GOVERNINGLAW

This Agreement shall be governed by, interpreted,construed, and the respective rights of the parties hereto determined and allclaims and disputes, whether in tort, contract or otherwise, resolved accordingto the laws of the State of Georgia notwithstanding any conflict of lawprinciples to the contrary.  In the eventof any controversy or claim arising out of or relating to this Agreement,performance hereunder, termination hereof, or relationship created hereby, eachparty submits to the exclusive jurisdiction of the courts of Georgia for thepurposes of any suit, action or other proceeding arising out of this Agreementor transactions contemplated hereby. Each party further agrees that service of any process, summons, noticeor document by U.S. registered mail to such party’s respective address setforth in Article 13.2 shall be effective service of process for any action,suit or proceeding in Georgia with respect to matters relating to thisAgreement, and hereby waives any objection to the laying of venue in the courtsof Georgia and that any such action was brought in an inconvenient forum.  In the event of any dispute arising from thisAgreement or any acts of any party, the prevailing party in such dispute shallbe entitled to recover reasonable costs and attorneys’ fees.  Notwithstanding the foregoing, MERIAL shallhave the right to seek interim injunctive relief from any court of competentjurisdiction wherever situated in the event of a threatened disclosure inviolation of this Agreement to prevent such disclosure pending resolution ofthe merits of the dispute.  Thisparagraph shall survive the termination of this Agreement.

13.                                 NOTICES

13.1                           Anotice, approval, direction, consent, offer, demand or other communication inconnection with this Agreement shall be in writing and shall be signed by anauthorized officer of the relevant Party and given to the recipient Partyeither by (a) hand delivery; (b) registered or certified mail, return receiptrequested; or (c) express mail capable of being tracked.

13.2                           Deliveriesmade, and mail sent, pursuant to paragraph 13.1 shall be to the address of therecipient Party set out below, and in each case, shall be marked for theattention of the person specified below in relation to the recipient Party:
|        | To MERIAL: | Executive Director of Sales, Pets U.S. |
|--------|------------|----------------------------------------|
|   | Address:   | Merial Limited                         |
|   |       | 3239 Satellite Boulevard               |
|   |       | Duluth, Georgia 30096-4640             |
|   |       |                                   |
|   | Fax:       | (678) 638-8956                         |

 

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|        | With a copy to:             | General Counsel, North America |
|--------|-----------------------------|--------------------------------|
|   |                        | Merial Limited                 |
|   |                        | 3239 Satellite  Boulevard      |
|   |                        | Duluth, Georgia  30096-4640    |
|   |                        |                           |
|   | Fax:                        | (678) 638-3350                 |
|   |                        |                           |
|   | To Independent Sales Agent: | Mr. James Cleary               |
|   |                        | 651 S. Stratford  Drive        |
|   |                        | Meridian, ID  83642            |
|   |                        |                           |
|   | Phone Number:               | 1-800-762-4800                 |
|        |                             |                                |  |

13.3                           A Partymay from time to time change any of the details specified in paragraph 13.2 bygiving not less than ten (10) days prior written notice to the other Party.

14.                                 MISCELLANEOUS

14.1                           ThisAgreement, together with any referenced attachments and amendments, embodiesthe entire agreement of the Parties in relation to the subject matter of salesagency for Products listed in Schedule A and Other Products listed in ScheduleE, and supersedes all previous agreements, arrangements and understandings,verbal or otherwise, in relation thereto. No variation, modification or waiver of any provision of this Agreementnor consent to any departure by any Party therefrom, shall be in any event ofany force or effect unless the same shall be confirmed in writing signed by theParties, and then such variation, modification, waiver or consent shall beeffective only to the extent to which it may be made or given.  The Agreement may be amended only in writingsigned by both Parties.

14.2                           Nowaiver of any of the provisions of this Agreement, including any term,condition or provision set forth in any schedule attached hereto, or of anybreach thereof will establish a precedent for any other instance or withrespect to any other provision. No failure, delay, relaxation or indulgence ofany Party in exercising any power or right conferred upon such Party in theterms of this Agreement shall operate as a waiver of such power or right, norshall any single exercise of any such power or right preclude any other orfuture exercise thereof, or the exercise of any other power or right under thisAgreement.

14.3                           If anyprovisions of this Agreement shall be deemed invalid and not enforceable inaccordance with their terms, all other provisions which are self-sustaining andcapable of separate enforcement without regard to the invalid provisions, shallcontinue to be valid and enforceable in accordance with their terms.

14.4                           Allinformation and materials relating to MERIAL’s sales goals, Independent SalesAgent’s sales goals, AMA customer databases, AMA sales volume and Product andOther Product formulation usage information and general AMA accountinformation, as it pertains to transactions between MERIAL and AMAs andVeterinary Trade Accounts and the sale of Products and Other Products, is thesole and confidential property of MERIAL and may not ever be disclosed byIndependent Sales Agent to any third party without the prior written consent ofMERIAL.  Neither party shall at any timeduring the Term of this Agreement or for a period of five (5) years followingthe expiration or termination of this Agreement disclose to any third party

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Confidential Information,as defined in paragraph 14.6, it has gained through its association with theother.

14.5                           IndependentSales Agent acknowledges that all sales data, market analysis, and customerinformation provided by Independent Sales Agent to MERIAL under this Agreementshall become the sole property of MERIAL and is deemed confidential and may notbe disclosed by Independent Sales Agent to any third party without the priorwritten consent of MERIAL.  IndependentSales Agent further acknowledges that MERIAL may use any such information forsales and promotional purposes, including, but not limited to, establishing adatabase for direct marketing purposes, and Independent Sales Agent herebycertifies that it has the right to convey such information to MERIAL.

14.6                           Bothparties shall use Confidential Information for the sole purpose of fulfillingthe obligations of this Agreement.  “ConfidentialInformation,” as used in this Agreement, shall mean all information,documentation, and devices disclosed or made available by one party to theother, including but not limited to, the existence of discussions between theparties, business plans, present and future products or formulas, trademarks,policies, procedures, processes, manufacturing or distribution plans, whetherwritten or oral.  No rights or licenses,expressed or implied, are hereby granted to either Party under any patents,copyrights, trademarks, service marks or trade secrets belonging to the otheras a result of or related to this Agreement. Both Parties agree to return any and all Confidential Information, andall other records and copies thereof, to the other upon the termination orexpiration of this Agreement.  Theobligations of this paragraph shall not apply to such information which:

(a)                          at thetime of the initial disclosure was demonstrably already in the possession ofthe receiving Party without any applicable obligation of confidentiality; or

(b)                            at thetime of disclosure is, or at some time thereafter becomes, through no fault ofthe receiving party, public knowledge, or

(c)                          isrequired by law to be disclosed to a public body or regulatory agency, in whichcase the party being required to make the disclosure shall promptly give noticeto the other party so that the other party shall have time to oppose suchdisclosure.

14.7                           Theprovisions of paragraphs 2.6, 3.2, 3.6, 3.7, 4, 6.1(j) 6.1(l), 6.1(k), 7.1(g),9.1-9.6, 11, 12, 14.4, 14.5 and 14.6 shall survive the termination orexpiration of this Agreement.

15.                                 FORCEMAJEURE

Sales may be suspended or canceled by MERIAL in theevent of Act of God, war, riot, fire, explosion, accident, flood, sabotage,inability to obtain fuel, power, raw materials, labor, containers ortransportation facilities, governmental laws, regulations, orders or action,breakage or failure of machinery or apparatus, national defense requirements orany other event beyond the reasonable control of MERIAL or in the event oflabor trouble, strike, lockout or injunction (whether or not such labor eventis within the reasonable control of MERIAL), which event prevents themanufacture, shipment or acceptance of Products.  Deliveries suspended under this paragraph 15shall be canceled without liability, but this Agreement shall otherwise remainunaffected.

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16.                                 ETHICALBUSINESS PRACTICES

16.1                           Practices

MERIAL and Independent Sales Agent shall adhere tobusiness practices in connection with this Agreement which are in accordancewith the letter and spirit of applicable laws and ethical principles.Independent Sales Agent and MERIAL represent and warrant to the other that alltransactions in connection with this Agreement will be accurately reflected intheir respective books and records, and that no funds or other assets will bepaid directly or indirectly to government officials (or persons acting on theirbehalf) for the purpose of influencing government decisions or actions withrespect to Products or Other Products. Violation of this policy will result in the immediate termination of thisAgreement.

16.2                           Employees

No employee of MERIALwill have authority to give any direction, either written or oral, relating tothe making of any commitment by Independent Sales Agent or its agents to anythird party in violation of the terms of this paragraph.

17.                                 ANNOUNCEMENTS

Except as required by law, no announcements will bemade in connection with the subject matter of this Agreement, by or on behalfof Independent Sales Agent without the prior approval of MERIAL.  Such approval will not be unreasonably withheld or delayed.

18.                                 COUNTERPARTS

18.1                           ThisAgreement may be executed in any number of counterparts, and by the Parties inseparate counterparts, but shall not be effective until each party has executedat least one counterpart.

18.2                           Eachcounterpart shall constitute an original of this Agreement, but all thecounterparts shall together constitute the same instrument.

**[Signatureson following page(s)]**

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IN WITNESS WHEREOFthe parties hereto have duly executed this Agreement.
| MERIAL LIMITED |                | MWI Veterinary Supply Co. |
|----------------|---------------------|---------------------------|
|           |                |                      |
| By:            | /s/ Thomas  Zerzan  |                      | By: | /s/ James Cleary |
|           |                |                      |   |   |
| Name:          | Thomas Zerzan       |                      | Name: | James Cleary |
|           |                |                      |   |   |
| Title:         | Head of Merial U.S. |                      | Title: | Chief Executive Officer |
|           |                |                      |   |   |
| Date:          | 12-05-06            |                      | Date: | Nov. 16, 2006 |

 

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