**Exhibit 10.1**

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

**LIVESTOCK PRODUCTS AGREEMENT**

ThisAgreement effective as of December 23, 2006 is made by and between **Pfizer Inc.,**812 Springdale Drive, Exton, PA 19341 (“Pfizer”) and **MWI Veterinary Supply Co.,**651 S. StratfordDrive, Ste 100, Meridian, ID 83642 (“MWI”).

WHEREAS,MWI is in the business of buying and selling animal health products andservicing customers for those products, and

WHEREAS MWI and Pfizer wishto set forth the terms of their relationship related to the purchase and supplyof such products,

NOW, THEREFORE, inconsideration of the promises and covenants contained herein, the partieshereby agree as follows:

Definitions:

“Incentive Eligible Products”shall mean those Pfizer Products listed in Schedule A hereto which counttowards the incentive payments provided for in paragraph 5(b).

“Products” shall mean thePfizer cattle and swine products sold to MWI by Pfizer pursuant to thisAgreement.

“RSA Eligible Products” shallmean those Pfizer Products listed in Schedule B hereto for which an RSA paymentwill be made to MWI in accordance with paragraph 5(a).

“Strategic Accounts” shallmean all those PARTICIPATING CUSTOMERS listed in Schedule C hereto.

1.            (a) Pfizer will continue to promote itsProducts to certain select customers in the livestock field. The parties agreethat each time a customer from the list of customers approved by Pfizer entersinto a Leaders Edge agreement with Pfizer (such customers referred to as “PARTICIPATINGCUSTOMERS”) and selects MWI as their supplier and to service that customers account,Pfizer shall send to MWI a Pfizer Suggested Price List which shall specify thePfizer Products (listed on Schedule D hereto) and the Pfizer suggested resaleprices quoted to such PARTICIPATING CUSTOMERS (hereafter a “SUGGESTED PRICELIST”). Each such SUGGESTED PRICE LIST shall be incorporated into and becomepart of this Agreement.

(b)Pfizer reserves the right to add or delete PARTICIPATING CUSTOMERS or StrategicAccounts at any time in Pfizer’s sole discretion. Pfizer will provide notice toMWI of any changes. Pfizer will notify MWI of any (i) additions to theStrategic Accounts list within 24 hours of Pfizer’s receipt of the customercontract and (ii) removals from the Strategic Accounts list within 4 businessdays prior to the removal effective date.

2.            (a)  MWI agrees to purchase from Pfizer, at credit terms agreed to betweenthe parties and as may be further set forth on Pfizer’s invoices, Productssufficient to fulfill demand from all customers to whom MWI will sell Productsin the quantities desired by the customers. MWI agrees to make purchases fromPfizer in accordance with the timing set forth in Schedule E hereto.

(b)       MWI agrees to maintain an inventory of Products equal to [*]days Demand.[*] All Products shall count towards the amount held in inventory by MWI. **MWI and Pfizer agree to act ingood faith to resolve any material differences in the on hand inventorycalculations.**

(c)        MWI agrees that all sales of Pfizer Products from MWI to a PARTICIPATINGCUSTOMER shall reflect the specific prices for each Product provided for inthat PARTICIPATING CUSTOMERS most recent SUGGESTED PRICE LIST. In the eventthat the price listed on a PARTICIPATING CUSTOMERS most recent SUGGESTED PRICELIST for any particular Product is lower (at the time of consummation of a saleof such particular Products between MWI and that

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PARTICIPATINGCUSTOMER) than the price paid by MWI to Pfizer for such Product, Pfizer agreesto credit MWI’s account for the amount of such difference.

3.            Nothing herein contained shall create or bedeemed to create any relationship between the parties other than asspecifically provided for herein. No employment, partnership, specific orgeneral agency relationship shall exist unless specifically provided for inwriting between the parties. MWI shall not represent, directly or indirectly,expressly or by implication, that any such relationships exist and/or that MWIhas any authority except as set forth in this Agreement.

4.            MWI shall use its best efforts to provideappropriate service to the customers to whom MWI will sell hereunder. MWIshall:

(a)     Store its inventory of Pfizer Products under conditions (includingrefrigeration where appropriate) that will ensure that such Products retaintheir potency, purity, quality, and identity;

(b)    Provide to Covansys by the close of business on the last business day ofeach Pfizer Accounting Period (as set forth in Schedule F hereto) an inventoryreport covering all inventory purchased from Pfizer and setting forth indollars at MWI’s acquisition cost from Pfizer the amount of inventory byspecies.   MWI agrees that Pfizer shallhave the right to audit inventory in the possession of MWI to confirmcompliance with this paragraph 4(b) and to confirm the accuracy of the datacontained in the report. MWI will provide to Covansys its Health IndustryNumber, Customer Health Industry Number, Pfizer product number, transactiondate, ship to zip code, number of units and price with respect to each sale ofproduct, and unit inventories on each Pfizer sku that MWI sells. Thisinformation should be sent to Covansys. Sales out data shall be provided toCovansys within [*] of the date of each invoice. MWI will use its best effortsto ensure sales out data integrity and timeliness. Annual sales forecasts shallbe updated on a quarterly basis. The MWI/Pfizer Account Team will review eachquarterly forecast update and determine relative actions required if any.

(c)     Establish any service fee or other charge or discount to any customerincluding PARTICIPATING CUSTOMERS for Pfizer Products independently and at itssole discretion;

(d)    Provide regularly scheduled delivery service to its customers, use itsbest efforts to anticipate its customers’ requirements for Pfizer Products. Inthe event Pfizer delivers any product order to a PARTICIPATING CUSTOMERS (dropships) no consideration shall be payable to MWI for that order under paragraph5 below;

(e)     MWI agrees that credit limits established by Pfizer shall be subject tochange by Pfizer in its sole discretion and that no shipments will be made toMWI in excess of the established credit limits;

(f)       Invoicecustomers in an accurate and timely manner;

(g)    Refer to that PARTICIPATING CUSTOMERS SUGGESTEDPRICE LIST on each invoice forPfizer Products;

(h)  Take no action, whether ornot identified above, that would harm the goodwill or name of Pfizer, or damagethe interests of Pfizer or the Pfizer products. For purposes of this Agreement “Goodwill”shall mean the marketplace advantage of customer patronage and loyaltydeveloped with continuous business under the same name over a period of time.

(i) Make payment to Pfizer for all Productspurchased from Pfizer [*]. In the event MWI fails to maintain the inventorylevels specified in paragraph 2(b) above Pfizer shall have the right, upon [*]written notice to MWI, to receive payment from MWI [*].

(j) MWI and PFIZER agree that MWI shall not beentitled to any payment or incentive payments under Schedule I for sales tocustomers at the close of Periods 1, 2 and 3 as defined in Schedule I hereto orat the end of any fiscal or calendar year that do not comply with Pfizer’sRevenue Recognition Guidelines contained in Schedule G for reporting of salesand income in appropriate fiscal periods. All determinations of theappropriateness of sales by MWI shall be in Pfizer’s discretion.

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Inaddition to the obligations set forth above related to PARTICIPATING CUSTOMERS,MWI agrees as to all customers to undertake with Pfizer those efforts set forthin Schedule H hereto.

5.            In consideration of MWI undertaking theobligations set forth herein related to PARTICIPATING CUSTOMERS, Pfizer agreesto pay to MWI the service fees provided for in paragraphs 5(a) and (b) below onsales to PARTICIPATING CUSTOMERS;

(a)     A Revenue Sharing Allowance (RSA) paid at a rate of (i) [*] on sales outfor RSA Eligible Products to identified PARTICIPATING CUSTOMERS who areproducers (but not including Strategic Accounts), (ii) a Revenue SharingAllowance (RSA) paid at a rate of [*] on sales out for RSA Eligible Products toidentified PARTICIPATING CUSTOMERS who are veterinarians, Animal HealthAccounts or Strategic Accounts. The RSA is calculated on a Product by Productbasis and based on the Product price contained in the SUGGESTED PRICE LIST. TheRSA is contingent on MWI fulfilling all conditions outlined in paragraph 4 ofthis Agreement. The payments made pursuant to this paragraph 5(a) are notpayable for sales to anyone other than PARTICIPATING CUSTOMERS. The RSA is netof any difference between MWI’s purchase price and the SUGGESTED PRICE LISTprice. MWI shall only receive the payments set out in this paragraph 5 forsales to PARTICIPATING CUSTOMERS which are consummated after confirmation byPfizer to MWI that a customer is a PARTICIPATING CUSTOMER.

(b)    The incentive payments provided for on Schedule I, provided, however,that sales to other distributors who are Livestock Products Agreement Holdersdo not count towards the calculation of sales to determine appropriateincentive level. Only sales of the Incentive Eligible Products listed inSchedule A shall count towards achievement of the incentive payments in ScheduleI. In the event that one Livestock Products Agreement holder acquires orcombines with another Livestock Products Agreement holder, the purchaseobjectives will be adjusted accordingly for the purpose of determiningincentives earned. Only data for invoices dated between December 23, 2006 andDecember 21, 2007 and reported to Covansys by December 26, 2007 and accepted byPfizer by December 28, 2007 in accordance with paragraph 4(b) above will counttowards the calculation of sales to determine appropriate incentive level. Inaddition, MWI can earn the CMP provided for in Schedule J.

(c)     Pfizer shall have the right to audit shipping records of MWI to confirmdelivery to products to veterinarians, dealers or producers in order to assureproper RSA payments under paragraph 5(a) above.   Any material misrepresentations by MWIrelated to paragraph 5(a) above and the party actually taking possession of theproducts shall void any payments due under paragraph 5(a) and (b) above. Inaddition, MWI recognizes that the Leaders Edge program is designed as aneffective go to market approach to selling for the benefit of veterinariansand/or dealers who add value in the transaction to their customers as well asvalue for those customers. Blatant abuse of the intended structure of theLeaders Edge Program (including, but not limited to, falsification of EDI dataor establishing false business entities or inserting business entities that addno commercial value to end users purely to obtain additional RSA payments) willsubject MWI to potential forfeiture of all RSA’s paid on those transactions andpotential forfeiture of all or a portion of the year end rebate provided for inSchedule I at the sole discretion of Pfizer. Decisions made as a result ofPfizer’s investigations of blatant abuse of the intended structure of LeadersEdge are solely Pfizer’s to make and forfeitures of RSAs may happenretroactively in the form of credits against future RSA payments.

(d)    The parties agree that MWI will provide to Pfizer on request and within48 hours proof of delivery on any suspicious (as determined by Pfizer) EDItransactions. MWI agrees that Pfizer shall be entitled to audit, eitherdirectly or through external auditors hired by Pfizer and upon reasonablenotice by Pfizer, MWI’s books and records for the purpose of determining theaccuracy of EDI data for Pfizer Product sales only communicated to Pfizerthrough Covansys.

(e)     The parties agree that Pfizer will no longer automatically credit MWIfor returns of Products not sold in the calendar year in which they arereturned. Prior to issuing any appropriate credit Pfizer shall be entitled toconduct a detailed manual review of sales data.

(f)       The parties agree that Pfizer shall not beobligated to issue credits for any returns that exceed the current average ofselect distributors as specified below unless such returns are the subject of arecall or made at the request of Pfizer. The current average of selectdistributors for 2007 shall be:

·  DistributorAverage Returns (credits and exchanges) as a % of sales - [*]

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·  DistributorAverage Returns (excluding exchanges) as a % of sales - [*]

(g)   Products which are not listed in Schedules Aor B do not qualify for RSA payments or Incentive payments. All such Productsshall be purchased by MWI on a buy sell basis.

6.            Salesof Pfizer Products to any party other than a PARTICIPATING CUSTOMER orStrategic Account for whom a SUGGESTED PRICE LIST has been incorporated intothis Agreement are not covered by this Agreement. Any transaction involvingProducts with any customer including a PARTICIPATING CUSTOMER for which MWI hasnot been selected by that PARTICIPATING CUSTOMER as the distributor are notcovered by this Agreement.

7.            MWIshall not be provided with any rebate, discount or other compensation forProducts handled under this Agreement unless specifically set forth herein. Allsales by Pfizer to MWI shall be at the then current Pfizer list price butsubject to appropriate credits in accordance with paragraph 2(c). Pfizer shallhave the right to raise or change the price of any or all Products to MWI on [*] notice. Pfizer shall be free tolimit sales of any or all Products to MWI in advance of any price increase.

8.            TheRSA payable hereunder on sales from the SUGGESTED PRICE LIST, to PARTICIPATINGCUSTOMERS and the incentive payments under paragraph 5(b) above shall be net ofreturns and constitute full and complete compensation for MWI.

9.            Pfizer may terminate this Agreement at anytime on fifteen (15) days notice in the event MWI takes any action that harmsthe good will of Pfizer. All returns shall be approved by Pfizer and subject toPfizer’s Returned Goods Policy. MWI may not offset payment to Pfizer of invoiceamounts as credit for any compensation payable hereunder.

10.          MWI and Pfizer agree that, under the specificcircumstances delineated herein, Pfizer, at Pfizer’s sole discretion, mayrecoup the sums outstanding to it from MWI 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.                                            MWI becomes insolvent which shall be definedas:

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

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

(c)          MWI has failed to act ingood faith for a period in excess of six months to resolve any outstandinginvoice or purchase order issues or reconciliations.

ii.                                           MWI commences a liquidation of its operationsby means of a sale of its assets in their entirety or piecemeal.

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.

11.            Nothingin this Agreement shall be deemed to preclude MWI from negotiating a servicefee or any other consideration from, or providing any discount or rebate to,any customer, including PARTICIPATING CUSTOMERS for the services (includingthose services specified hereunder or any other services provided by MWI to anycustomer) provided by MWI.

12.            MWIshall distribute Pfizer Products only under the labeling provided by Pfizer;prescribe, recommend, suggest, and advertise each Product for use only underthe conditions stated in the labeling provided by Pfizer; and observe allfederal, state, and local laws governing the distribution of animal drugs.

13.            Nothingin this Agreement shall be deemed to limit Pfizer’s ability to sell any Productor product at any time to any customer including PARTICIPATING CUSTOMERS or anyother party.

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Transactionsconsummated directly between Pfizer and any such customer or other party shallnot qualify for any of the compensation payable to MWI hereunder.

14.            EXCEPT AS SET FORTH IN THIS AGREEMENT, IN THELABELING OF THE PRODUCTS SOLD HEREUNDER, OR AS OTHERWISE APPROVED IN WRITING BYPFIZER, PFIZER MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THEPRODUCTS;

(a)                                  Pfizer shall defend, indemnify, and hold MWIharmless from all liabilities, claims, demands, damages, costs and expenses, ormoney judgments incurred by MWI or rendered against it resulting from (a) anybreach by Pfizer of this Agreement, (b) third party claims or actions forpersonal injury or property damage which arise out of the distribution or saleof Pfizer products or the failure to warn, except to the extent that suchpersonal injury or property damage arises out of the negligence or willfulmisconduct of MWI, and (c) any claim that the Products, as sold by Pfizer, weredefective. In the event Pfizer is found by any court of competent jurisdictionto be liable for any claim based in products liability, then Pfizer shallreimburse MWI’s reasonable legal fees incurred in the course of cooperatingwith Pfizer’s defense. To be covered by this defense and indemnity, MWI must:promptly notify Pfizer of any such claim; allow Pfizer to fully control thedefense and/or resolution of the claim; and cooperate fully with Pfizer in thematter. This defense, indemnity and payment for legal fees shall not apply toclaims alleging: MWI alteration, negligent handling or improper storage of theProducts; sale of outdated Products; sale or recommendation of the Products foruses or in a manner not set forth in either the labeling supplied by Pfizer oras otherwise specified by Pfizer in writing; or sale of the Products afterreceipt of written notice from Pfizer that such sales should be halted;

(b)                                 in no event shall either party be liable tothe other party for special, collateral, incidental, punitive, or consequentialdamages in connection with or arising out of this Agreement. Except as providedunder subparagraph 14(a), above, total damages recoverable against Pfizer byMWI shall be exclusively limited to the purchase price of the Products withrespect to which damages are claimed;

15.            MWIand Pfizer acknowledge that in the performance of their duties hereunder eachmay obtain access to “Confidential Information” (as defined below) of theother. MWI and Pfizer agree that during the term of this Agreement and for aperiod of three (3) years after the termination of this Agreement, unlessspecifically permitted in writing by the other party, to (a) retain inconfidence and not disclose to any third party and (b) use only for the purposeof carrying out their duties hereunder, any such Confidential Information. Asused herein 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 potential business orits research and development activities, not generally available to or known tothe public, and not otherwise known to the receiving party, that is disclosedto or learned by the other party pursuant hereto. Upon completion of the workprovided for hereunder or other termination of this Agreement each party willreturn to the other party any documents, or copies thereof, or any productsamples, containing or constituting Confidential Information disclosed to orgenerated by either party in connection with this Agreement.

16.            This Agreement shall be effective as of thedate first written above and shall continue in force until December 31, 2007.This Agreement may be terminated by either party upon thirty (30) days priorwritten notice. Such termination may be without cause. This Agreement may beterminated immediately by either party upon written notice in the event of amaterial breach by the other.

17.            ThisAgreement shall governed by the laws of the State of New York applicable tocontracts made and performed therein. This Agreement is not assignable withoutthe express written consent of Pfizer, and may be modified or amended only inwriting signed by the party to be bound.

18.            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 Co. | Pfizer Inc.              |
|---------------------------|--------------------------|
|                      |                     |
| By                        | /s/ James F. Cleary, Jr. |   | By | /s/ Robert  DiMarzo |
|                      |                     |   | Robert DiMarzo |
| Title                     | President & CEO      |   |   | President, U.S. Operations |
|                      |                     |   | Pfizer Animal Health |
|                      |                     |   |   |
| Date                      | March 26, 2007           |   | Date | April 3, 2007 |   |

 

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