**Exhibit10.2**

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

**RIMADYL/CLAVAMOXDISTRIBUTION AGREEMENT**

ThisAgreement dated and effective as of March 15, 2007 is made by and between **Pfizer Inc,**235 East 42nd Street,New York, NY 10017 (hereinafter, “PFIZER”) and **MWI Veterinary Supply Co.,**651 South Strafford Drive,Suite 100, Meridian, ID 83642 (hereinafter, “MWI”).

Definitions:

“Contract Year 1”: March 15, 2007 to December 31, 2007 

“Contract Year 2”: January 1, 2008 to December 31, 2008 

“Products”: Rimadyl andClavamox

1.              PFIZERhereby appoints MWI, and MWI hereby accepts appointment, as a contract distributor for PFIZER’s Products, to purchasefrom PFIZER and to resell for MWI’s own account as a distributor,subject to the following terms and conditions.

2.              MWI recognizes and agrees to the following:

(a)     PFIZER has elected to work with a select group 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)     PFIZERintends to utilize this group of distributors to sell the Products to veterinarians who have and maintain aveterinary/client/patient relationship and who prescribe products for dogs orcats within that relationship, and that PFIZER has, and may in the future, runpromotions and other activities that would be seriously prejudiced if MWIresells the Products to non-veterinarians, other distributors, internetpharmacies, human pharmacies or non-employee agents or through brokers.

3.              Accordingly, MWI shall:

(a)     useits reasonable best efforts to sell the Products by focusing its efforts at reselling to veterinarians only. During the termof this Agreement MWI will not sell any other product or formulation containingCarprofen or amoxicillin/clavulanic acid other than those Products purchased byMWI from PFIZER including but not limited to any capsule, tablet,chewable tablet, drops or injectible Carprofenor amoxicillin/clavulanic acid product. In the event that this Agreement isterminated for any reason prior to December 31, 2008, MWI agrees not to sellany other product or formulation containing Carprofen oramoxicillin/clavulanic acid until after that date;

(b)     maintain a full-time outside and inside salesforce that will personally and actively solicit sales of the Productsand to pay such sales representatives reasonable commission;

(c)     store and handle its inventory of products underconditions that will ensure that the Product retains its potency,purity, quality, and identity;

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

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

(f)     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. MWI will make payment to PFIZERfor all Product shipped [*];

(g)     take no action, whether or not identified above,that would harm the goodwill of the Products;

(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 efforts necessary to conduct any such recall. MWIshall cooperate with PFIZER and MWI agrees to maintain adequate recordsto conduct such recall, including the name, address and Product purchases ofall purchasers of PFIZER Products;

(i)     MWIshall not, under any circumstances, be liable for special, collateral, incidental or consequential damages, and PFIZER’ssole remedy for any such damages shall be in accordance with Paragraph7(e).

4.                                        PFIZER shall:

(a)     sell the Productsto MWI at the prices in effect in the then current published PFIZER AnimalHealth Ethical Distribution Price Memo (hereinafter, “Price List”). PFIZER alsoshall permit MWI to participate in thedistributor incentive programs offered by PFIZER, in accordance with the termsof such programs. PFIZER shall have the unrestricted right to revise theprices, terms and conditions of the Price List, and to add or delete Productsor package sizes, without advance notice to MWI, and the revisions shall beeffective on all orders submitted after the effective date of the pricerevisions. In all cases of orders received for other than immediate shipment,the price for the Products shall be that in effect at the time of shipment;

(b)     retain sole responsibility for the advertisingand promotion of the Products and collaborate with MWI in thedevelopment of activities appropriate for ethical distribution regarding theProducts;

(c)     compensate MWI in accordance with Exhibits A andB attached hereto. PFIZER shall have the right to audit MWI sales data toconfirm appropriate payment in accordance with Exhibits A and B;

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

(e)     if MWI hasmore than one location then MWI must combine purchases of all locations to determine attainment level forincentives. In the event that MWI acquires or combines with

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another PFIZER agreement holder, the purchase objectives will beadjusted accordingly for the purpose of determining incentives earned;

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

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

6.           Allpurchases by MWI pursuant to this Agreement shall be in accordance with theterms 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 MWl’s central warehousepoint or to branch offices at MWl’s direction.

7.           Thefollowing standard conditions shall apply to all sales under this Agreement:

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

(b)    allorders are subject to acceptance by PFIZER’s Home Office. Title to the goods shall pass to MWI once they have beenproperly delivered to the address designated by MWI.

(c)    anytax or other charge upon the sale and/or shipment 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 articleincludes transportation charges, any increase or decrease in transportationcharges shall be for MWl’s account;

(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 byPFIZER of the warranties set forth in this paragraph 7 and specifically anyclaim that the Products, as sold by PFIZER, were defective. In the event PFIZERis found by any court of competent jurisdiction to be liable for any claimbased in products liability, then PFIZER shall reimburse MWl’s reasonable legalfees incurred in the course of cooperating with PFIZER’s defense. To be coveredby this defense and indemnity, MWI must: promptly notify PFIZER of any suchclaim; allow PFIZER to fully control the defense and/or resolution of theclaim; and cooperate fully with PFIZER in the matter. This defense, indemnity and payment for legal feesshall not apply to claims alleging; MWI alteration, negligent handlingor improper storage of the Products; sale of outdated Products; sale orrecommendation of the Products for uses or in a manner not set forth in thelabeling supplied by PFIZER; or sale of the Products after receipt of noticefrom PFIZER that such sales should be halted;

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(f)    inno event shall 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 asprovided under subparagraph 7(e), above, total damages recoverable againstPFIZER by MWI shall be exclusively limited to the purchase price of theProducts with respect 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,if occasioned by any circumstance or condition beyond the control of the partyso failing, shall not subject the failing party to any liability to the otherand, at the option of either party, that order or portion thereof not deliveredmay be canceled;

(h)    acceptance of MWI’sorder by PFIZER is expressly made conditional upon MWI’s acceptance of the conditions of sale as set forth herein, and theprices, 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;

(i)    in no event shallMWI be liable to PFIZER for special, collateral, incidental, or consequentialdamages in connection with or arising out of the purchase, resale, or use ofthe Products.

8.           MWI shall not delegate its duty of performance orassign its obligations under this Agreement without the prior writtenconsent of PFIZER.

9.           This Agreement shall not be binding upon PFIZER untilit is approved by PFIZER at its New York, New York headquarters.

10.         ThisAgreement shall be effective as of the date first written above and shallcontinue in force until December 31, 2008.PFIZER may terminate this agreement prior to the expiration date with or withoutcause, upon thirty (30) days written notice to MWI. Either party may terminatethis Agreement immediately upon written notice, in the event of a materialbreach by the other party. Upon any termination of this Agreement for anyreason prior to the expiration date PFIZER shall have the right to buy back from MWI all inventory of the Productsowned by MWI at the time of termination at a price equal to MWI’spurchase price from PFIZER of such inventory.

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

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

i.                                          MWIbecomes insolvent which shall be defined as:

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

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

(c)         MWI has failed to act ingood faith for a period in excess of six (6) monthsto resolve any outstanding invoice or purchase order issues orreconciliations.

ii.            MWIcommences a liquidation of its operations by means of a sale of its assetsin their entirety or piecemeal.

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

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

12.           MWIand PFIZER acknowledge that in the performance of their duties hereunder MWI and PFIZER may obtain access to “ConfidentialInformation” (as defined below) of each other. MWI and PFIZER agree thatduring the 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 confidenceand not disclose to any third party and (b) use only for the purpose ofcarrying out their duties hereunder, any such Confidential Information. As usedherein the term “Confidential Information” means any information, or data,whether of a business or scientific nature and whether in written, oral ortangible form, relating to PFIZER’s and MWI’s business or potentialbusiness or its research and development activities, not generally available toor known to the public, and not otherwise known to the receiving party, that isdisclosed to or learned by the other party pursuant hereto. Upon completion ofthe work provided for hereunder or othertermination of this Agreement each party will return to the other party anydocuments, or copies thereof, or any product samples, containing orconstituting Confidential Information disclosed to or generated byeither party in connection with this Agreement.

13.           This Agreement shall be governed by the laws ofthe State of New York applicable to contracts to be fully performedtherein.

14.           This Agreement and documents referred to hereinembody the entire understanding between the parties hereto, willsupersede prior agreements relating to the Products, and may be modified onlyin writing and signed by the parties to be bound. No activities conductedpursuant to this Agreement or related thereto, including but not limited to thefuture 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, theparties have executed this Agreement.

 
| MWI Veterinary Supply Co. | Pfizer Inc              |
|---------------------------|-------------------------|
|                      |                    |
|                      |                    |
| BY:                       | /s/ Jim F. Cleary,  Jr. |   | BY: |   | /s/ Robert DiMarzo |
|                      |                    | Robert DiMarzo |
| Print Name:               | Jim F. Cleary,  Jr.     |   |   | President, U.S. Operations |
|                      |                    | Pfizer Animal Health |
| Title:                    | President               |   |   |   |
|                      |                    |   |
| Date:                     | April 3, 2007           |   | Date: |   | April 4, 2007 |
|                      |                    |   |
|                      |                    |   |
|                      |                    |   |
|                           |                         |  |  |  |  |  |  |  |  |

 

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