**Exhibit 10.5**

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

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**2009 STRATEGIC BRANDSDISTRIBUTION AGREEMENT**

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This Agreement dated andeffective as of January 1, 2009 is made by and between **Pfizer Inc**, 235 East 42nd Street, New York, NY 10017(hereinafter, “PFIZER”) and MWI Veterinary Supply, 651 South Stratford Drive, Suite 100,Meridian, Idaho 83642 (hereinafter, “MWI”).

 

Definitions:

 

“Products”: Rimadyl,Clavamox, and Simplicef

 

# 1.                                       PFIZERhereby appoints MWI, and MWI hereby accepts appointment, as a contractdistributor for PFIZER’s Products, to purchase from PFIZER and to resell forMWI’s own account as a distributor, subject to the following terms andconditions.

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# 2.                                       MWIrecognizes and agrees to the following:

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## (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 to identifymarket opportunities for both companies. The intent of this Agreement is toattain that goal;

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## (b)                                 PFIZERintends to utilize this group of distributors to sell the Products toveterinarians who have and maintain a veterinary/client/patient relationshipand who prescribe products for dogs or cats within that relationship, and thatPFIZER has, and may in the future, run promotions and other activities thatwould be seriously prejudiced if MWI resells the Products to non-veterinarians,other distributors, internet pharmacies, human pharmacies or non-employeeagents or through brokers.

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# 3.                                       Accordingly,MW shall:

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## (a)                                  use itsreasonable best efforts to sell the Products by focusing its efforts atreselling to veterinarians only. During the term of this Agreement MWI will notsell any other product or formulation containing carprofen,amoxicillin/clavulanic acid, or cefpodoxime proxetil other than those Productspurchased by MWI from PFIZER including but not limited to any capsule, tablet,chewable tablet, drops or injectible carprofen, amoxicillin/clavulanic acid, orcefpodoxime proxetil product. In the event that this Agreement is terminatedfor any reason by MWI prior to December 31, 2010, MWI agrees not to sellany other product or formulation containing carprofen, amoxicillin/clavulanicacid, or cefpodoxime proxetil until after December 31, 2010. In the eventthat this Agreement is terminated for any reason by PFIZER prior to December 31,2010, MWI may sell any other product or formulation containing carprofen,amoxicillin/clavulanic acid, or cefpodoxime proxetil after such termination.Notwithstanding the foregoing, nothing in this Agreement forecloses MWI fromselling any cefpodoxime proxetil product that MWI was selling on the effectivedate of this Agreement;

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## (b)                                 maintain afull-time outside and inside sales force that will personally and activelysolicit sales of the Products and to pay such sales representatives reasonablecommission;

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## (c)                                  store andhandle its inventory of Products under conditions that will ensure that theProduct retains its potency, purity, quality, and identity;

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## (d)                                 cooperatefully with 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;

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

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## (f)                                    MWI agreesthat credit limits established by PFIZER shall be subject to change by PFIZERin its sole discretion and that no shipments will be made to MWI in excess ofthe established credit limits. MWI will make payment to PFIZER for all Productsshipped /**/;

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## (g)                                 take noaction, whether or not identified above, that would harm the goodwill of theProducts;

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## (h)                                 MWI shallimmediately notify PFIZER in the event MWI obtains information indicating thatthe Products may have to be recalled either by virtue of applicable law orregulation 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;

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## (i)                                     MWI shallnot, under any circumstances, be liable for special, collateral, incidental orconsequential damages, and PFIZER’s sole remedy for any such damages shall bein accordance with Paragraph 7(e).

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# 4.                                       PFIZERshall:

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## (a)                                  sell theProducts to MWI at the prices in effect in the then current published PFIZERAnimal Health Ethical Distribution Price Memo (hereinafter, “Price List”).PFIZER also shall permit MWI to participate in the distributor incentiveprograms offered by PFIZER, in accordance with the terms of such programs.PFIZER shall have the unrestricted right to revise the prices, terms andconditions of the Price List, and to add or delete Products or package sizes,without advance notice to MWI, and the revisions shall be effective on allorders submitted after the effective date of the price revisions. In all casesof orders received for other than immediate shipment, the price for theProducts shall be that in effect at the time of shipment;

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## (b)                                 retain soleresponsibility for the advertising and promotion of the Products andcollaborate with MWI in the development of activities appropriate for ethicaldistribution regarding the Products;

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## (c)                                  compensateMWI in accordance with Exhibits A and B attached hereto. PFIZER shall have theright to audit MWI sales data to confirm appropriate payment in accordance withExhibits A and B;

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

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## (e)                                  If MWI hasmore than one location then MWI must combine purchases of all locations todetermine attainment level for incentives. In the event that MWI acquires orcombines with 

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## another PFIZER agreementholder, the purchase objectives will be adjusted accordingly for the purpose ofdetermining incentives earned;

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## (f)                                    Directpurchase from PFIZER will be used to determine the level of purchases achieved.Any discrepancies must be documented by the Marketing Agreement holder usingcopies of PFIZER invoices.

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# 5.                                       Nothing inthis Agreement shall be deemed to limit PFIZER’s ability to sell Products toany other party.

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# 6.                                       Allpurchases by MWI pursuant to this Agreement shall be in accordance with theterms of PFIZER’s Pricing and Shipping Policies, as may be amended by PFIZERfrom time to time. Unless the parties agree otherwise, shipments shall be madeto either MWI’s central warehouse point or to branch offices at MWI’sdirection.

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# 7.                                       The followingstandard conditions shall apply to all sales under this Agreement:

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## (a)                                  MWI shallcooperate fully with PFIZER in participating fully in the Animal HealthInstitute Electronic Data Interchange (hereinafter, “AHI EDI”) for thereporting of sales and inventory data on a daily basis. The data to be reportedshall be as described in the AHI EDI Transaction sets.

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## (b)                                 all ordersare subject to acceptance by PFIZER. Title to the goods shall pass to MWI oncethey have been properly delivered to the address designated by MWI.

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## (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, any increaseor decrease in transportation charges shall be for MWI’s account;

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

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## (e)                                  PFIZER shalldefend and indemnify MWI from all claims resulting from any breach by PFIZER ofthe warranties set forth in this paragraph 7 and specifically any claim thatthe Products, as sold by PFIZER, were defective. In the event PFIZER is foundby any court of competent jurisdiction to be liable for any claim based inproducts 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 notice fromPFIZER that such sales should be halted;

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## (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 under subparagraph 7(e),above, total damages recoverable against PFIZER by MWI shall be exclusivelylimited to the purchase price of the Products with respect to which damages areclaimed;

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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;

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## (h)                                 acceptanceof MWI’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;

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## (i)                                     in no eventshall MWI be liable to PFIZER for special, collateral, incidental, orconsequential damages in connection with or arising out of the purchase,resale, or use of the Products.

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# 8.                                       MWI shallnot delegate its duty of performance or assign its obligations under thisAgreement without the prior written consent of PFIZER.

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# 9.                                       ThisAgreement shall not be binding upon PFIZER until it is approved by PFIZER atits New York, New York headquarters.

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# 10.                                 ThisAgreement shall be effective as of the date first written above and shallcontinue in force until December 31, 2010 (hereinafter, “Contract Term”).For the purpose of calculating the year end rebates set forth in Exhibit Aand the Custom Marketing Program funds set forth in Exhibit B, theContract Term will be divided into two one-year terms as follows: January 1,2009 to December 31, 2009 (hereinafter, “Contract Year 2009”) and January 1,2010 to December 31, 2010 (hereinafter, “Contract Year 2010”). PFIZER mayterminate this agreement prior to the expiration date with or without cause,upon thirty (30) days written notice to MWI. Either party may terminate thisAgreement immediately upon written notice, in the event of a material breach bythe other party. Upon any termination of this Agreement for any reason prior tothe expiration date PFIZER shall have the right to buy back from MWI allinventory of the Products owned by MWI at the time of termination at a priceequal to MWI’s purchase price from PFIZER of such inventory.

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# 11.                                 MWI andPFIZER agree that, under the specific circumstances 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.

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### A.                                   The specificcircumstances which will enable PFIZER to initiate recoupment are:

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#### i.                                          MWI becomesinsolvent which shall be defined as:

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

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##### (b)                                 MWI isgenerally not paying its debts as they come due; or

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##### (c)                                  MWI hasfailed to act in good faith for a period in excess of six (6) months toresolve any outstanding invoice or purchase order issues or reconciliations.

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#### ii.                                       MWIcommences a liquidation of its operations by means of a sale of its assets intheir entirety or piecemeal.

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#### iii.                                    MWI ceasesits business operations whether or not such cessation is voluntary orinvoluntary.

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

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# 12.                                 MWI andPFIZER acknowledge that in the performance of their duties hereunder MWI andPFIZER may obtain access to “Confidential Information” (as defined below) ofeach other. MWI and PFIZER agree that during the term of this Agreement and fora period of three (3) years after the termination of this Agreement,unless specifically permitted in writing by the other party, to (a) retainin confidence and not disclose to any third party and (b) use only for thepurpose of carrying out their duties hereunder, any such ConfidentialInformation. As used herein the term “Confidential Information” means anyinformation, or data, whether of a business or scientific nature and whether inwritten, oral or tangible form, relating to PFIZER’s and MWI’s business orpotential business or its research and development activities, not generallyavailable to or known to the public, and not otherwise known to the receivingparty, that is disclosed to or learned by the other party pursuant hereto. Uponcompletion 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.

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# 13.                                 ThisAgreement shall be governed by the laws of the State of New York applicable tocontracts to be fully performed therein.

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# 14.                                 ThisAgreement and documents referred to herein embody the entire understandingbetween the parties hereto, will supersede prior agreements relating to theProducts, and may be modified only in writing and signed by the parties to bebound. No activities conducted pursuant to this Agreement or related thereto,including but not limited to the future planning activities of the parties,shall be deemed to give rise to any obligations on the part of either partyother than as expressly provided for herein.

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

 
| MWI Veterinary  Supply |           | Pfizer Inc. |
|------------------------|----------------|-------------|
|                   |           |        |
|                   |           |        |
| BY:                    | /s/ Jim Cleary |        | BY:  | /s/ Clinton  Lewis |
|                   |           |        | Clinton Lewis |
| Print Name:            | Jim Cleary     |        |   | President, U.S.  Operations |
|                   |           |        | Pfizer Animal  Health |
| Title:                 | President      |        |   |
|                   |           |        |
| Date:                  | Jan. 26, 2009  |        | Date: | 2/5/09 |

 

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**Exhibit A**

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PFIZER shall compensateMWI as follows:

 

For Contract Year 2009of the Contract Term: A year end rebate up to a maximum of /**/ on MWI’sRimadyl sales out units plus /**/ on MWI’s Clavamox sales out units **calculated as follows:**

 

For RIMADYL:

 

###### 1)                                      /**/ onsales out units of Rimadyl by MWI calculated at the then current publishedPFIZER Animal Health Ethical Distribution Price Memo if PFIZER attains PFIZER’soverall Rimadyl growth target in sales in to all PFIZER customers for thecalendar year ended December 31, 2009 (such target to be determined at theend of Contract Year 2008).

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###### 2)                                      /**/ onsales out units of Rimadyl by MWI calculated at the then current publishedPFIZER Animal Health Ethical Distribution Price Memo for MWI providing data onthe percentage of market share that Rimadyl represents of MWI ‘s entire NSAIDbusiness.

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###### 3)                                      /**/ onsales out units of Rimadyl by MWI calculated at the then current publishedPFIZER Animal Health Ethical Distribution Price Memo for a ranking of MWI’ssales representatives’ performance based on MWI’s sales out of Rimadyl.

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###### 4)                                      /**/ onsales out of units of Rimadyl by MWI calculated at the then current publishedPFIZER Animal Health Ethical Distribution Price Memo for a ranking of MWI’ssales representatives’ performance based on MWI’s sales out of MWI’s entireNSAID business.

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For CLAVAMOX

 

###### 5)                                      /**/ onsales out units of Clavamox by MWI calculated at the then current publishedPFIZER Animal Health Ethical Distribution Price Memo if PFIZER attains PFIZER’Soverall Clavamox growth target in sales in to all PFIZER customers for thecalendar year ended December 31, 2009 (such target to be determined at theend of Contract Year 2008).

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###### A-1

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For Contract Year 2010of the Contract Term: A year end rebate up to a maximum of /**/ on MWI’sRimadyl sales out units plus /**/ on MWI’s Clavamox sales out units, **calculated as follows:**

 

For RIMADYL:

 

###### 6)                                      /**/ onsales out units of Rimadyl by MWI calculated at the then current publishedPFIZER Animal Health Ethical Distribution Price Memo if PFIZER attains PFIZER’soverall Rimadyl growth target in sales in to all PFIZER customers for thecalendar year ended December 31, 2010 (such target to be determined at theend of Contract Year 2009).

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###### 7)                                      /**/ onsales out units of Rimadyl by MWI calculated at the then current publishedPFIZER Animal Health Ethical Distribution Price Memo for MWI providing data onthe percentage of market share that Rimadyl represents of MWI ‘s entire NSAIDbusiness.

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###### 8)                                      /**/ onsales out units of Rimadyl by MWI calculated at the then current publishedPFIZER Animal Health Ethical Distribution Price Memo for a ranking of MWI’ssales representatives’ performance based on MWI’s sales out of Rimadyl.

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###### 9)                                      /**/ onsales out of units of Rimadyl by MWI calculated at the then current publishedPFIZER Animal Health Ethical Distribution Price Memo for a ranking of MWI’ssales representatives’ performance based on MWI’s sales out of MWI’s entireNSAID business.

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For CLAVAMOX:

 

###### 10)                                /**/ onsales out units of Clavamox by MWI calculated at the then current publishedPFIZER Animal Health Ethical Distribution Price Memo if PFIZER attains PFIZER’soverall Clavamox growth target in sales in to all PFIZER customers for thecalendar year ended December 31, 2010 (such target to be determined at theend of Contract Year 2009).

 

A-2

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**Exhibit B**

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**CUSTOMMARKETING PROGRAM Funding**

 

MWI may earn up to /**/for each contract year (as defined in the body of this agreement) in CustomMarketing Program (“CMP”) funds based on all purchases (Gross less returns) byMWI of PFIZER Rimadyl, Clavamox, and Simplicef (Products”).

 

Programs that use thesefunds must be discussed in advance with MWI’s PFIZER Account Executive,submitted in writing to PFIZER’s Senior Director of Distribution and approvedin writing by PFIZER’s Senior Director of Distribution prior to the start ofthe program. PFIZER shall have no obligation to pay MWI CMP funds if theparties are unable to agree on the programs to be funded.

 

# 1.                                       To beeligible for CMP funds, programs must include specific performance metrics andspecifics on total CMP funds to be spent in the program and how all CMP fundswould be spent. In no event will MWI be eligible to receive CMP funds in excessof /**/ of purchases by MWI from PFIZER of Rimadyl, Clavamox, and Simplicefbased on their Contract Year 2009 and Contract Year 2010 purchases of Rimadyl,Clavamox, and Simplicef from PFIZER.

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# 2.                                       While MWI isfree to sell Product at such prices and on such terms as MWI agrees with itscustomers, programs that result in a direct price decrease to the purchaserwill not be supported with CMP funds.

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# 3.                                       ALL CMP’sREQUIRE PROOF OF PERFORMANCE AND INVOICES AT PROGRAM CONCLUSION. No payment ofCMP funds will be made by PFIZER to MWI until all invoices and proof orperformance wrap-ups are submitted.

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# 4.                                       All programwrap-ups and invoices are to be submitted within forty-five (45) days ofcompletion of the program. Wrap ups and invoices for programs that run to yearend 2009 should be submitted no later than February 15, 2010 for payment.Any invoices submitted to PFIZER after February 15, 2010 for 2009 programswill be paid out of 2010 CMP funds, at PFIZER’s discretion. Wrap ups andinvoices for programs that run to year end 2010 should be submitted no laterthan February 15, 2011 for payment. Programs will be paid by check orcredit memo.

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# B-1

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