**Exhibit 10.3**

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

**PFIZER EQUINE PRODUCTS**

**MARKETING AGREEMENT**

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

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

2.                   MWI recognizes and agrees to the following:

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

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

3.                                                Accordingly, MWI shall:

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

(b)                                 maintain a full-time outside and inside salesforce that will personally and actively solicit sales of the Products and to paysuch sales representatives reasonable commission as MWI deems appropriatein its sole discretion;

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

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

(e)                                  not sell the Products to other PFIZER contractdistributors provided such distributorsare identified by PFIZER, nor shall MWI sell the Products through brokers ornon-employee agents;

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

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

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

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

(j)                                     takeno action, whether or not identified above, that would harm the goodwill or nameof PFIZER, or damage the interests of PFIZER or the Products. For purposes ofthis Agreement “Goodwill” shall mean the marketplace advantage of customerpatronage and loyalty developed with continuous business under the same nameover a period of time.

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

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

(m)                               Makepayment to PFIZER [*].

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

4.                                         PFIZER shall:

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

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

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

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

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

5.                 All purchases by MWI pursuant to this Agreementshall be in accordance with the terms of PFIZER’s Pricing and ShippingPolicies, as may be amended by PFIZER from time to time. Unless the partiesagree otherwise, shipments shall be made to either MWI’s central warehousepoint or to branch offices at MWI’s direction.

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

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

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

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

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

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

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defense,indemnity and payment for legal fees shall not apply to claims alleging: MWIalteration, negligent handling or improper storage of the Products; sale ofoutdated Products; sale or recommendation of the Products for uses or in amanner not set forth in the labeling supplied by PFIZER; or sale of theProducts after receipt of notice from PFIZER that such sales should behalted;

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

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

(h)                                 acceptance of MWI’s order by PFIZER is expresslymade conditional upon MWI’s acceptance of the conditions of sale as set forthherein, and the prices, terms and conditions of the Price List then in effect,notwithstanding acknowledgment or receipt of MWI’s purchase order containingadditional or different provisions, or conflicting oral representations by anyagent of PFIZER.

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

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

i.                                            MWI becomes insolvent which shall be defined as:

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

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

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

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

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iii.                                        MWI ceases its business operations whether ornot such cessation is voluntary or involuntary.

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

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

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

10.                                 MWI and PFIZER acknowledge that in theperformance of their duties hereunder MWI and PFIZER may obtain access to “ConfidentialInformation” (as defined below) of each other. MWI and PFIZER agree that duringthe term of this Agreement and for a period of three (3) years after thetermination of this Agreement, unless specifically permitted in writing by theother party, to (a) retain in confidence and not disclose to any third partyand (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. Upon completion of the work provided forhereunder or other termination of this Agreement each party will return to theother party any documents, or copies thereof, or any product samples,containing or constituting Confidential Information disclosed to or generatedby either party in connection with this Agreement.

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

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

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

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

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

 
| MWl Veterinary Supply Co. | Pfizer Inc               |
|---------------------------|--------------------------|
|                      |                     |
|                      |                     |
| BY:                       | /s/ James F. Cleary, Jr. |   | BY: | /s/ Robert DiMarzo |
|                      |                     | Robert DiMarzo |
| Print Name:               | James F. Cleary, Jr.     |   |   | President, U.S. Operations |
|                      |                     | Pfizer Animal Health |
| Title:                    | President & CEO      |   |   |   |
|                      |                     |
| Date:                     | 3/22/07                  |   | Date: | 4/3/07 |
|                           |                          |  |  |  |  |  |  |

 

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