**Exhibit10.3**

 

*** * — CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILEDSEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTEDPORTIONS.**

 

**2009PFIZER EQUINE PRODUCTS MARKETING AGREEMENT**

** **

This Agreement dated andeffective as of January 1, 2009 is made by and between **Pfizer Inc**, 235 East 42nd Street, New York, NewYork 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 hereby acceptsappointment, as a contract distributor for PFIZER Products set forth on Exhibit A(the “Products”), to purchase from PFIZER and to resell for MWI’s own accountas 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 of distributorsto sell the Products to customers below them in the distribution chain and thatPFIZER has, and may in the future, run promotions and other activities thatwould be seriously 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 the Productsby focusing its primary effort at reselling to veterinarians, OTC retailers,and horse owners;

 

(b)           maintain a full-time outside and inside sales forcethat will personally and actively solicit sales of the Products and pay suchsales representatives reasonable commission as MWI deems appropriate in itssole 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 on eachPFIZER sku MWI sells. MWI will provide to Covansys its Health Industry Number,Customer Health Industry Number, PFIZER product number, transaction date, shipto zip code, number of units and price with respect to each sale of product,and unit inventories on each PFIZER sku that MWI sells. This information shouldbe sent to Covansys within /**/ of the date of each invoice. MWI will use itsbest efforts to insure sales out data integrity and timeliness;

 

(e)           set its resale prices for the Products independentlyand at its sole discretion;

 

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(f)            cooperate fully with PFIZER by actively participatingin such strategy sessions as PFIZER reasonably may require, for the purpose ofdeveloping programs to increase use of the Products; and to cooperate fullywith PFIZER in implementing all promotions and sales campaigns for theProducts;

 

(g)           allow PFIZER’s representatives to attend and activelyparticipate in meetings of MWI’s sales representatives;

 

(h)           MWI agrees that credit limits established by PFIZERshall be subject to change by PFIZER in its sole discretion and that noshipments will be made to MWI in excess of the established credit limits;

 

(i)            take no action, whether or not identified above, thatwould harm the goodwill or name of PFIZER, or damage the interests of PFIZER orthe Products, other than where supported by sound factual evidence. Forpurposes of this Agreement “Goodwill” shall mean the marketplace advantage ofcustomer patronage and loyalty developed with continuous business under thesame name over a period of time.

 

(j)            MWI shall immediately notify PFIZER in the event MWIobtains information indicating that any of the Products may have to be recalledeither by virtue of applicable law or regulation 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 records toconduct such recall, including the name, address and Product purchases of allpurchasers of PFIZER Products.

 

(k)           MWI may make use of the custom marketing programfunding provided for in Exhibit E hereto.

 

(l)            Make payment to Pfizer /**/, and

 

(m)          Provide to PFIZER by the close of business on the lastbusiness day of each PFIZER Accounting Period (as set forth in Exhibit Ghereto) an inventory report covering all inventory purchased from PFIZER andsetting forth in dollars at MWI’s acquisition cost from PFIZER the amount ofinventory by species. MWI agrees that PFIZER shall have the right to auditinventory in the possession of MWI to confirm compliance with thisparagraph 3(m) and to confirm the accuracy of the data contained inthe report.

 

4.             PFIZER shall:

 

(a)           sell the Products to MWI at the prices in effect inthe then current published PFIZER Animal Health Products Distributor Price List(hereinafter, “Price List”). PFIZER also shall 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 price revisions.In all cases of orders received for other than immediate shipment, the pricefor the Products shall be that in effect at the time of shipment. PFIZER agreesto give MWI /**/ advance notice of price increases;

 

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(b)           compensate MWI in accordance with Exhibits B, Dand E hereto. 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; and

 

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

 

(d)           Agreement holders with more than one location mustcombine 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 to determinethe level of purchases achieved. Any discrepancies must be documented by theMarketing Agreement holder using copies of PFIZER invoices.

 

5.             All purchases by MWI pursuant to this Agreement shallbe in accordance with the terms of PFIZER’s Pricing and Shipping Policies, asmay be amended by PFIZER from time to time. Unless the parties agree otherwise,shipments shall be made to either MWI’s central warehouse point or to branchoffices at MWI’s direction.

 

6.             MWI shall not be provided with any rebate, discount orother compensation for Products handled under this Agreement unlessspecifically set forth herein. MWI will NOT be eligible to collect an RSA orPerformance Payment on any lateral sales to other PFIZER contract distributorsor to an unauthorized Pfizer distributor. (It is MWI’s obligation to confirmwith Pfizer, prior to making a sale, as to whether a distributor is a PFIZERcontract distributor or an unauthorized distributor.) Nor shall MWI be eligibleto collect an RSA or Performance Payment on sales made through brokers ornon-employee agents.

 

7.             The following standard conditions shall apply to allsales under this Agreement:

 

(a)           MWI shall cooperate fully with PFIZER in participatingfully in the Animal Health Institute Electronic Data Interchange (“AHI EDI”)for the reporting of sales and inventory data on a daily basis. The data to bereported shall be as described in the AHI EDI Transaction sets.

 

(b)           all orders are subject to acceptance by PFIZER’s NewYork Headquarters. 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/or shipmentof 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 MWI’s account;

 

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(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)           PFIZER shall defend and indemnify MWI from all claimsresulting from any breach by PFIZER of the warranties set forth in thisparagraph 6, and specifically any claim that the Products, as sold byPFIZER, were defective. In the event PFIZER is found by any court of competentjurisdiction to be liable for any claim based in products liability, thenPFIZER shall reimburse MWI’s reasonable legal fees incurred in the course ofcooperating with PFIZER’s defense. To be covered by this defense and indemnity,MWI must: promptly notify PFIZER of any such claim; allow PFIZER to fullycontrol the defense and/or resolution of the claim; and cooperate fully withPFIZER in the matter. This defense, indemnity and payment for legal fees shallnot apply to claims alleging: MWI alteration, negligent handling or improperstorage of the Products; sale of outdated Products; sale or recommendation ofthe Products for uses or in a manner not set forth in the labeling supplied byPFIZER; or sale of the Products after receipt of notice from PFIZER that suchsales should be halted;

 

(f)            in no event shall PFIZER be liable to MWI for special,collateral, incidental, or consequential damages in connection with or arisingout of the purchase, resale, or use of the Products. Except as provided undersubparagraph 6(e), above, total damages recoverable against PFIZER by MWIshall be exclusively limited to the purchase price of the Products with respectto which damages are claimed;

 

(g)           failure of PFIZER to make or of MWI to take, when due,any delivery (or portion thereof) pursuant to an order hereunder, if occasionedby any circumstance or condition beyond the control of the party so failing,shall not subject the failing party to any liability to the other and, at theoption of either party, that order or portion thereof not delivered may becanceled;

 

(h)           acceptance of MWI’s order by PFIZER is expressly madeconditional 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.

 

*The remainder ofthis page intentionally left blank.*

 

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8.             MWI and PFIZER agree that, under the specificcircumstances delineated herein, PFIZER, at PFIZER’s sole discretion may recoupthe sums outstanding to it from MWI against those sums which may become duefrom PFIZER to MWI, in that the obligations arise from mutual transactions. Thespecific circumstances which will enable PFIZER to initiate recoupment are:

 

(a)           MWI becomes insolvent which shall be defined as:

 

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

 

(ii)           MWI is generally not paying its debts as they comedue; or

 

(iii)          MWI has failed to act in good faith for a period inexcess of six months to resolve any outstanding invoice or purchase orderissues or reconciliations.

 

(b)           MWI commences a liquidation of its operations by meansof a sale of its assets in their entirety or piecemeal; or

 

(c)           MWI ceases its business operations whether or not suchcessation is voluntary or involuntary; or

 

(d)           MWI files a proceeding pursuant to theU.S. Bankruptcy Code or any state court proceeding, including anAssignment for the Benefit of Creditors.

 

9.             MWI shall distribute PFIZER products only under thelabeling provided by PFIZER; prescribe, recommend, suggest, and advertise eachproduct for use only under the conditions stated in the labeling provided byPFIZER; and observe all federal, state, and local laws governing thedistribution of animal drugs. In the case of Products bearing the legend, “CAUTION:FEDERAL LAW RESTRICTS THIS DRUG TO USE BY OR ON THE ORDER OF A LICENSEDVETERINARIAN,” or any similar legend, sell such Products only to or on theorder of a licensed veterinarian for use in the course of his or herprofessional practice or to another person or entity regularly and lawfullyengaged in the use, distribution or dispensing of such legend drugs.

 

10.           Nothing in this Agreement shall be deemed to limitPFIZER’s ability to sell any product at any time to any other customer or anyother party.

 

11.           MWI and PFIZER acknowledge that in the performance oftheir 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, which permission shall not be unreasonably withheld, especiallywith the sale of all or a substantial portion of MWI’s business, 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 

 

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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. “Confidential Information” does not mean orinclude any information: (a) which is, at the time of disclosure,available to the general public; or (b) which following disclosure becomesavailable to the general public through no fault of the recipient; or (c) whichrecipient can demonstrate was in its possession before receipt; or (d) whichis disclosed to recipient without restriction on disclosure. Upon completion ofthe work provided for hereunder or other termination of this Agreement eachparty will return to the other party any documents, or copies thereof, or anyproduct samples, containing or constituting Confidential Information disclosedto or generated by either party in connection with this Agreement.

 

12.           This Agreement shall be effective as of the date firstwritten above and shall continue in force until December 31, 2009. Eitherparty 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) immediatelyupon written notice, in the event of a material breach by the other party.

 

13.           This Agreement shall be governed by the laws of theState of New York applicable to contracts to be fully performed therein. ThisAgreement is not assignable without the express written consent of PFIZER, andmay be modified or amended only in writing signed by the party to be bound.

 

14.           This Agreement and documents referred to herein embodythe entire understanding between the parties hereto, will supersede prioragreements relating to the Products, and may be modified only in writing andsigned by the parties to be bound. No activities conducted pursuant to thisAgreement or related thereto, including but not limited to the future planningactivities of the parties, shall be deemed to give rise to any obligations onthe part of either party other than as expressly provided for herein.

 

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

 

 
| MWI Veterinary Supply  Co. |               | Pfizer Inc |
|----------------------------|--------------------|------------|
|                       |               |       |
| BY:                        | /s/ Jim Cleary     |       | BY: | /s/ Clinton A.  Lewis, Jr. |
|                       |               |       | Clinton A.  Lewis, Jr. |
| Print Name:                | Jim Cleary         |       |   | President, U.S.  Operations |
|                       |               |       | Pfizer Animal Health |
| Title:                     | President          |       |   |
|                       |               |       |
| Date:                      | Dec. 31, 2008 |       | Date: | 1/09/09 |

 

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Exhibit A

 

Product List for Equine Products

 
| **SKU #**                              | ** ** | **DESCRIPTION**               | ** ** | **UNIT**   | ** ** | **Units/Shipper  Min.Quantity** | ** ** |
|----------------------------------------|------------|-------------------------------|------------|------------|------------|---------------------------------|------------|
| ANTI-INFLAMMATORIES                    |       |
| 1424                                   |       | Depo-Medrol, 40  mg/ml        |       | 5ml        |       | 25                              |       |
| 1426                                   |       | Depo-Medrol, 20  mg/20 ml     |       | 20ml       |       | 25                              |       |
| 1425                                   |       | Depo-Medrol, 20  mg/10 ml     |       | 10ml       |       | 25                              |       |
| 1432                                   |       | Hylartin V                    |       | 2 ml       |       | 48                              |       |
| 1478                                   |       | Predef 2X                     |       | 100 ml     |       | 6                               |       |
| 1489                                   |       | Solu-Delta  Cortef 100 mg     |       | 10 ml      |       | 25                              |       |
| 1490                                   |       | Solu-Delta  Cortef 500 mg     |       | 10 ml      |       | 15                              |       |
| ANTI-INFECTIVES                        |       |
| 1465                                   |       | Naxcel                        |       | 1 gm       |       | 12                              |       |
| 1466                                   |       | Naxcel                        |       | 4 gm       |       | 6                               |       |
| 1463                                   |       | Sterile Water                 |       | 80 ml      |       | 6                               |       |
| 1519                                   |       | Tucoprim Powder               |       | 400 gm     |       | 20                              |       |
| 1494                                   |       | Tucoprim Powder               |       | 2000 gm    |       | 1                               |       |
| BIOLOGICALS (PER  DOSE)                |       |
| 4842                                   |       | Rhinomune                     |       | 25 X 1 ds  |       | 25                              |       |
| 4844                                   |       | Rhinomune                     |       | 5ds        |       | 10                              |       |
| 4915                                   |       | Rhinomune                     |       | Single     |       | 10                              |       |
| 5237                                   |       | Zylexis                       |       | 5 x 1ds    |       | 150                             |       |
| PARASITICIDES &  INSECTICIDES |       |
| 6045                                   |       | Anthelcide EQ  Paste          |       | Tube       |       | 72                              |       |
| 6056                                   |       | Anthelcide EQ  Suspension     |       | Gallon     |       | 4                               |       |
| 5154                                   |       | Equell Paste                  |       | Tube       |       | 72                              |       |
| 5154*                                  |       | Equell Paste  Volume Discount |       | Tube       |       | 3,456                           |       |
| 5155                                   |       | Equimax                       |       | Tube       |       | 72                              |       |
| 5156                                   |       | Equimax Vet Pack              |       | Tube       |       | 72                              |       |
| 8803                                   |       | Solitude IGR                  |       | 2 lb pail  |       | 12                              |       |
| 8807                                   |       | Solitude IGR                  |       | 6 lb pail  |       | 6                               |       |
| 8808                                   |       | Solitude IGR                  |       | 20 lb Pail |       | 2                               |       |
| 7973                                   |       | Strongid Paste                |       | Tube       |       | 72                              |       |
| 7974                                   |       | Strongid Paste  Bulk          |       | Tube       |       | 96                              |       |
| 7969                                   |       | Strongid C                    |       | 25 lb Pail |       | 36                              |       |
| 7900                                   |       | Strongid C 2X                 |       | 10 lb Pail |       | 100                             |       |
| 7866                                   |       | Strongid C 2X                 |       | 50 lb Bag  |       | 10                              |       |
| 7972                                   |       | Strongid T                    |       | Quart      |       | 6                               |       |
| SEDATIVES &  ANESTHESIA       |       |
| 1419                                   |       | Carbocaine-V                  |       | 50 ml      |       | 100                             |       |
| 6290                                   |       | Dormosedan                    |       | 5 ml       |       | 10                              |       |
| 6292                                   |       | Dormosedan                    |       | 20 ml      |       | 10                              |       |

 

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| **SKU #**              | ** ** | **DESCRIPTION**          | ** ** | **UNIT** | ** ** | **Units/Shipper  Min.Quantity** | ** ** |
|------------------------|------------|--------------------------|------------|----------|------------|---------------------------------|------------|
| WOUND CARE             |       |
| 8021                   |       | Derma-Clens              |       | 14 ounce |       | 12                              |       |
| 8252                   |       | Granulex-V Aero  Spray   |       | 4 ounce  |       | 12                              |       |
| 8253                   |       | Granulex-V  Liquid       |       | 1 ounce  |       | 12                              |       |
| REPRODUCTIVE  PRODUCTS |       |
| 1455                   |       | Lutalyse  (5/sleeve)     |       | 30 ml    |       | 100                             |       |
| 1504                   |       | Lutalyse                 |       | 100 ml   |       | 1                               |       |
| OTHER PRODUCTS         |       |
| 8047                   |       | Lixotinic                |       | Gallon   |       | 4                               |       |
| 1487                   |       | Roccal-D Plus            |       | Gallon   |       | 4                               |       |
| 1486                   |       | Roccal-D Plus  (CA Only) |       | Galon    |       | 4                               |       |
| 1488                   |       | Roccal-D Plus            |       | 5 Gallon |       | 1                               |       |

 

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Exhibit B

 

PFIZER shallcompensate MWI in the following ways:

 

(a)           Reimburse MWI /**/ of sales out ofProducts on the RSA product list contained in Exhibit C, with theexception of

 

i)              Depo-Medrol 20/20 which shall be paid at/**/,

ii)             Depo-Medrol 20/10 which shall be paid a/**/

iii)           Sterile Water and Roccal-D which shall/**/, and

iv)           Predef, Naxcel, and Lutalyse which shallbe paid at /**/ WITH THE EXCEPTION of sales to Leaders’ Edge Veterinarians orDealers, such sales to be reimbursed under the terms of the 2009 LivestockProducts Distribution Agreement,

 

per the EDI salesout data calculated based on the products purchase price contained in the PriceList. Reimbursement shall be made /**/.

 

(b)           Reimburse MWI an additional /**/ of salesout of Strongid C/C2X and Solitude IGR per the EDI sales out data.

 

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EXHIBIT C

 

RSA Eligible Product List

 
| **SKU #** | ** ** | **DESCRIPTION**               | ** ** | **UNIT**   | ** ** | **RSA  ELIGIBLE** | ** ** | ** ** | ** ** |
|-----------|------------|-------------------------------|------------|------------|------------|-------------------|------------|------------|------------|
| 8803      |       | Solitude IGR                  |       | 2 lb pail  |       | /**/              |       |       |       |
| 8807      |       | Solitude IGR                  |       | 6 lb pail  |       | /**/              |       |       |       |
| 8808      |       | Solitude IGR                  |       | 20 lb Pail |       | /**/              |       |       |       |
| 7969      |       | Strongid C                    |       | 25 lb Pail |       | /**/              |       |       |       |
| 7900      |       | Strongid C 2X                 |       | 10 lb Pail |       | /**/              |       |       |       |
| 7866      |       | Strongid C 2X                 |       | 50 lb Bag  |       | /**/              |       |       |       |
| 1424      |       | Depo-Medrol, 40  mg/ml        |       | 5ml        |       | /**/              |       |       |       |
| 1432      |       | Hylartin V                    |       | 2 ml       |       | /**/              |       |       |       |
| 1489      |       | Solu-Delta  Cortef 100 mg     |       | 10 ml      |       | /**/              |       |       |       |
| 1490      |       | Solu-Delta  Cortef 500 mg     |       | 10 ml      |       | /**/              |       |       |       |
| 1519      |       | Tucoprim Powder               |       | 400 gm     |       | /**/              |       |       |       |
| 1494      |       | Tucoprim Powder               |       | 2000 gm    |       | /**/              |       |       |       |
| 4842      |       | Rhinomune                     |       | 25 X 1ds   |       | /**/              |       |       |       |
| 4844      |       | Rhinomune                     |       | 5ds        |       | /**/              |       |       |       |
| 4915      |       | Rhinomune                     |       | Single     |       | /**/              |       |       |       |
| 5237      |       | Zylexis                       |       | 5 x 1ds    |       | /**/              |       |       |       |
| 6045      |       | Anthelcide EQ  Paste          |       | Tube       |       | /**/              |       |       |       |
| 6056      |       | Anthelcide EQ  Suspension     |       | Gallon     |       | /**/              |       |       |       |
| 5154      |       | Equell Paste                  |       | Tube       |       | /**/              |       |       |       |
| 5154*     |       | Equell Paste  Volume Discount |       | Tube       |       | /**/              |       |       |       |
| 5155      |       | Equimax                       |       | Tube       |       | /**/              |       |       |       |
| 5156      |       | Equimax Vet Pack              |       | Tube       |       | /**/              |       |       |       |
| 7973      |       | Strongid Paste                |       | Tube       |       | /**/              |       |       |       |
| 7974      |       | Strongid Paste  Bulk          |       | Tube       |       | /**/              |       |       |       |
| 7972      |       | Strongid T                    |       | Quart      |       | /**/              |       |       |       |
| 1419      |       | Carbocaine-V                  |       | 50 ml      |       | /**/              |       |       |       |
| 6290      |       | Dormosedan                    |       | 5 ml       |       | /**/              |       |       |       |
| 6292      |       | Dormosedan                    |       | 20 ml      |       | /**/              |       |       |       |
| 8021      |       | Derma-Clens                   |       | 14 ounce   |       | /**/              |       |       |       |
| 8252      |       | Granulex-V Aero  Spray        |       | 4 ounce    |       | /**/              |       |       |       |
| 8253      |       | Granulex-V  Liquid            |       | 1 ounce    |       | /**/              |       |       |       |
| 8047      |       | Lixotinic                     |       | Gallon     |       | /**/              |       |       |       |
| 1478      |       | Predef 2X                     |       | 100 ml     |       | /**/              |       |       |       |
| 1465      |       | Naxcel                        |       | 1 gm       |       | /**/              |       |       |       |
| 1466      |       | Naxcel                        |       | 4 gm       |       | /**/              |       |       |       |
| 1455      |       | Lutalyse  (5/sleeve)          |       | 30 ml      |       | /**/              |       |       |       |
| 1504      |       | Lutalyse                      |       | 100 ml     |       | /**/              |       |       |       |
| 1426      |       | Depo-Medrol, 20  mg/20 ml     |       | 20ml       |       | /**/              |       |       |       |
| 1463      |       | Sterile Water                 |       | 80 ml      |       | /**/              |       |       |       |
| 1487      |       | Roccal-D Plus                 |       | Gallon     |       | /**/              |       |       |       |
| 1488      |       | Roccal-D Plus                 |       | 5 Gallon   |       | /**/              |       |       |       |

 

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Exhibit D

 

Performance Payment

 

MWI will beeligible to receive the performance payments set forth in this clause 1 belowsubject to the performance criteria set forth below and MWI’s fulfillment ofall of the other obligations contained in this Agreement.

 

If MWI has achievedsales out during the period January 1, 2009 through December 31, 2009of at least /**/ of the Products listed below, MWI, will be eligible for aperformance payment. The performance payment will be equal to:

 

a)             /**/

b)            /**/c)      /**/

d)            /**/

 

Only EDI data forinvoices dated January 1, 2009 through December 31, 2009 andsubmitted to Covansys by December 31, 2009 and accepted by PFIZER fromCovansys by January 5, 2010 will count towards the calculation of salesout for the period.

 

Only sales by MWIof the products listed in Exhibit E count towards the performance paymentsunder this Exhibit D.

 

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Exhibit E

 

Performance Payment Product List

 
| **SKU** | ** ** | **Description**               | ** ** |
|---------|------------|-------------------------------|------------|
| 8803    |       | Solitude IGR                  |       |
| 8007    |       | Solitude IGR                  |       |
| 8808    |       | Solitude IGR                  |       |
| 7969    |       | Strongid C                    |       |
| 7900    |       | Strongid C 2X                 |       |
| 7866    |       | Strongid C 2X                 |       |
| 1424    |       | Depo-Medrol, 40  mg/ml        |       |
| 1432    |       | Hylartin V                    |       |
| 1489    |       | Solu-Delta  Cortef 100 mg     |       |
| 1490    |       | Solu-Delta  Cortef 500 mg     |       |
| 1519    |       | Tucoprim Powder               |       |
| 1494    |       | Tucoprim Powder               |       |
| 4842    |       | Rhinomune                     |       |
| 4844    |       | Rhinomune                     |       |
| 4915    |       | Rhinomune                     |       |
| 5237    |       | Zylexis                       |       |
| 6045    |       | Anthelcide EQ  Paste          |       |
| 6056    |       | Anthelcide EQ  Suspension     |       |
| 5154    |       | Equell Paste                  |       |
| 5154*   |       | Equell Paste  Volume Discount |       |
| 5155    |       | Equimax                       |       |
| 5156    |       | Equimax Vet Pack              |       |
| 7973    |       | Strongid Paste                |       |
| 7974    |       | Strongid Paste  Bulk          |       |
| 7972    |       | Strongid T                    |       |
| 1419    |       | Carbocaine-V                  |       |
| 6290    |       | Dormosedan                    |       |
| 6292    |       | Dormosedan                    |       |
| 8021    |       | Derma-Clens                   |       |
| 8252    |       | Granulex-V Aero  Spray        |       |
| 8253    |       | Granulex-V  Liquid            |       |
| 8047    |       | Lixotinic                     |       |
| 1426    |       | Depo-Medrol, 20  mg/20 ml     |       |

 

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Exhibit F

 

Product Focus Funds

 

If MWI fulfils allof the obligations set forth in this Exhibit F, PFIZER will pay MWI up toa maximum of /**/ in Product Focus funds (“PFF”) based on MWI executing PFF’swhich are agreed with PFIZER. Programs that use these funds must be discussedin advance with MWI’s PFIZER Account Executive, submitted in writing to PFIZER’sSenior Director of Distribution and approved in writing by PFIZER’s SeniorDirector of Distribution prior to the start of the program. PFIZER shall haveno obligation to pay MWI PFF’s if the parties are unable to agree on the programsto be funded. In addition;

 

1.             To be eligible for PFF’s, programs mustinclude specific performance metrics and specifics on total PFF’s to be spentin the program and how all PFF’s would be spent. In no event will MWI beeligible to receive PFF’s in excess of /**/.

 

2.             Programs that result in a direct pricedecrease to the Purchaser will not be supported.

 

3.             ALL PFF’S REQUIRE PROOF OF PERFORMANCE ATPROGRAM CONCLUSION. No payment of PFF’S will be made by PFIZER to MWI until allproof or performance wrap-ups are submitted.

 

4.             All program wrap-ups are to be submittedwithin forty-five (45) days of completion of the program. Wrap ups for programsthat run to year end 2009 should be submitted no later than February 15,2010 for payment.     Any program wrap-upssubmitted to PFIZER after February 15, 2010 for 2009 programs will be paidout of 2010 PFF’s at PFIZER’s discretion. Programs will be paid by credit memoor check.

 

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Exhibit G

 

Pfizer Domestic 2009 Calendar

 
| **Accounting Period** | ** ** | **Close Date** | ** ** | **# of Weeks** |
|-----------------------|------------|----------------|------------|----------------|
| AP 1                  |       | 1/27/09        |       | 4              |
| AP 2                  |       | 2/24/09        |       | 4              |
| AP 3                  |       | 3/30/09        |       | 5              |
|                  |       |           |       |           |
| AP 4                  |       | 4/27/09        |       | 4              |
| AP 5                  |       | 5/25/09        |       | 4              |
| AP 6                  |       | 6/29/09        |       | 5              |
|                  |       |           |       |           |
| AP 7                  |       | 7/27/09        |       | 4              |
| AP 8                  |       | 8/24/09        |       | 4              |
| AP 9                  |       | 9/28/09        |       | 5              |
|                  |       |           |       |           |
| AP 10                 |       | 10/26/09       |       | 4              |
| AP 11                 |       | 11/23/09       |       | 4              |
| AP 12                 |       | 12/31/09       |       | 5              |

 

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