Exhibit
10.9


 


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


 


Intervet


Schering-Plough Animal Health


 


Distributor Agreement


 


This
Agreement made this 1st day of December, 2009, by and between INTERVET
INC., d/b/a as Intervet/Schering Plough Animal Health with offices at
56 Livingston Avenue, Roseland, New Jersey, 07068 (hereinafter referred to
as the “Intervet”) and MWI Veterinary Supply Co. (hereinafter referred to as
the “Distributor”).


 


WITNESSETH


 


WHEREAS,
Intervet is in the business of developing, manufacturing, marketing and
distributing in the United States various animal health products of Intervet
and its affiliates; and


 


WHEREAS,
the Distributor is in the business of marketing and distributing animal health
products; and


 


WHEREAS,
the Distributor wishes to obtain from Intervet, and Intervet is willing to
provide, distribution rights for certain of Intervet’s (and its affiliates’)
animal health Products (as hereinafter defined) in the Continental United
States;


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants as set forth
herein, it is agreed between the parties hereto as follows:


 


1.             Appointment of Distributor


 


Intervet
hereby appoints Distributor as its non-exclusive distributor for Intervet’s
animal health product(s) as further set forth on Appendix A attached
hereto and incorporated herein by reference (hereinafter referred to as “Products”)
for the animal health market in the United States of America (“Territory”).  For the sake of clarity, the definition of
Products specifically includes animal health products manufactured by Intervet’s
affiliates and distributed under this Agreement.


 


Distributor
accepts this appointment. The Distribution rights granted under this Agreement
extend only to the Products and for the promotion and distribution thereof
through and in the animal health market. Distributor shall not market, sell or
otherwise promote Intervet’s Products through any non-animal health
distribution channel or other animal health distributor and outside the
Territory.


 


2.             Duration of Appointment


 


This
Agreement shall remain in full force and effect for a period of twelve (12)
months from the date of execution hereof. It shall be automatically renewed for
further periods of twelve (12) months each, unless either party notifies the
other party of its desire not to renew this Agreement, by giving at Ieast
thirty (30) days written notice prior to the original expiration date or the
expiration date of any renewal period.


 

















 


In
addition, Intervet shall have the right to terminate this Agreement, without
cause and at any time, by giving thirty (30) days written notice to the
Distributor.


 


3.             Supply of Intervet’s Products—Term and
Conditions of Purchase by Distributor


 


Distributor
shall purchase Intervet’s products in accordance with the prices set forth in
Appendix A and under terms and conditions set forth in Appendix B and
other such remuneration as set forth in Appendix C.  Appendix B shall contain such
transportation terms and conditions, return goods policy and other terms of
sale as may be now or hereafter specified by Intervet and provided in writing
by Intervet to Distributor. 
Appendix C shall contain the terms and conditions of any additional
incentives due Distributor from Intervet. All terms and conditions set forth in
Appendices A, B & C are subject to change without notice and
all calculations and determinations made by Intervet are final.


 


4.             Distributor’s Obligations


 


Distributor shall:


 


4.1           Use
its best efforts to actively promote, sell, and distribute Products in the
animal health market and shall follow all programs and promotions as specified
by Intervet.


 


4.2           Maintain
an adequate inventory of Intervet’s Products in order to assure at all times
prompt delivery and continued availability of the Products to customers.


 


4.3           Maintain
proper storage facilities, suitable for the storage of Intervet’s Products in
accordance with such storage requirements as indicated on the Products’ labels,
packages and/or as recommended by Intervet. 
Furthermore, the Distributor shall practice stock rotation and inventory
control to insure minimum product out-dating and replacement.  Intervet’s authorized representatives shall,
during reasonable business hours, accompanied by the appropriate Distributor
employee, have access to Distributor’s warehouses and depots in order to
ascertain Distributor’s compliance with its obligations under Sections 4.2
and 4.3, with regard to Intervet’s products.


 


4.4           Prominently
display and actively promote Intervet’s Products at all such trade shows and
veterinary meetings which Distributor attends.


 


4.5           Schedule
periodic discussions, or as Intervet may request, between Intervet’s
representatives and Distributor’s personnel in order to facilitate the
dissemination of information about Intervet’s Products and the promotional
campaigns related to said Products.


 


4.6           Not
obliterate, modify or alter in any way, without the express written consent of
Intervet, Intervet’s trademarks, logos, labels, packaging and, generally, not
to misrepresent Products. Distributor shall accurately and properly identify
Intervet’s trademarks and Intervet’s ownership thereof in all communications
containing such trademarks.


 


2

















 


4.7           Provide
Intervet with an agreed upon periodic detailed report of out the door sales
activities using the AHI/EDI sales reporting project. If the distributor does
not participate in the AHI/EDI sales reporting project, the Distributor must
provide periodic reports of out the door sales in a format approved by
Intervet, to allow Intervet to determine the market performance of its Products
in Distributor’s Territory, in accordance with Appendix C.


 


4.8           Promptly,
within 30 days provide Intervet with a written report of any adverse
reactions, side effects or unusual product experiences related to the Products.
Distributor shall not make any representation regarding any of the Products’
properties, efficacy and safety other than specified on the approved label
without prior consultation including written approval of same from Intervet.


 


4.9           The
Distributor agrees to abide by all Federal, State and local regulations
regarding the sale of these products and maintain records required to ensure
compliance by these regulatory agencies. At Intervet’s reasonable request,
Distributor will confirm to Intervet its compliance wit this Section 4.9.


 


5.             Intervet’s Obligations


 


Intervet shall:


 


5.1           Make
reasonable efforts to supply its Products to Distributor in quantities
sufficient to satisfy Distributors orders;


 


5.2           In
its sole discretion provide Distributor with reasonable quantities of such
information, data, and promotional literature available to Intervet as may
assist Distributor in maximizing sales of the Products.


 


6.             Warranties of Intervet


 


6.1           Intervet
warrants that each Product shall conform with the specifications set forth in
the Product’s labeling and package inset. Intervet further warrants that it has
good title to the Products and that the Products are free and clear from all
liens and encumbrances. SUCH WARRANTIES CONSTITUTE THE SOLE AND EXCLUSIVE
WARRANTIES BY INTERVET WITH RESPECT TO THE PRODUCTS. INTERVET EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS SUPPLIED
TO DISTRIBUTOR INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY
AND/OR FITNESS FOR A PARTICULAR PURPOSE.


 


6.2           Limitation
of Liability/Indemnity


 


a)             Liability for defective or
non-conforming Product shall be limited to Intervet’s replacement of the
Product or a refund of the purchase price.


 


b)            Intervet shall not be liable
for any injury, damage or expense resulting from any Product that has not been
used or stored in accordance with all instructions 


 


3

















 


and guidelines contained in the labeling and/or package insert or any
other instructions, guidelines or requirements provided by Intervet, for such
Product. The Distributor shall indemnify, defend and hold harmless Intervet,
and its agents, employees, officers, directors, and assigns in connection with
any and all claims, actions, lawsuits, damages, injuries, and expenses arising
from any such improper use or storage of Products and/or arising from the
negligence or willful misconduct by Distributor, or otherwise arising in
connection with Products, including failure to provide notice to its customers
of a recall, stop sale or similar product information; provided however that Distributor
shall have no liability in connection with matters arising solely from the
negligence or willful misconduct of Intervet. Intervet agrees to indemnify
Distributor against any and all claims, actions, lawsuits, damages, injuries
and expenses (including reasonable attorney fees) (“claims”), arising out of
third party claims of damage to property, personal injury or death caused by
the negligent act or omission of Intervet with respect to the Products.


 


c)             Notwithstanding anything in
the Agreement to the contrary, Intervet shall defend, indemnify and hold
harmless Distributor against any and all suits, claims and expenses (including
reasonable attorney’s fees) arising out of the use or sale of any Product
hereunder being in violation of any rights under patent, trademark or copyright
laws.


 


d)            In no event shall Intervet
be liable for any indirect, special, incidental, punitive, or consequential
damages in connection with any Products or otherwise arising out of this
Agreement, under any theory of recovery, including, but not limited to, breach
of warranty, breach of contract, product liability, negligence or strict
liability.


 


7.             Warranties of Distributor


 


The
Distributor agrees to save and hold Intervet, its agents, employees, officers,
Directors, and anyone else acting on behalf of the Intervet, harmless from and
against all liability, damage, loss, claims, demands, and actions which arise
out of or are connected with, or are claimed to arise out of or to be connected
with, the Distributor’s promotion, sale or distribution of Intervet’s Products,
including, but not limited to, all liability, damage, loss, claims, demands or
actions on account of breach of contract, unlawful contracts, or illegal or
deceptive or fraudulent marketing and/or promotion and/or distribution
practices whether based upon, or claimed to be based upon, statutory,
contractual, tort or other liability of Intervet, or any other person.


 


The
Distributor agrees to secure from its insurance carrier risk insurance,
insuring and covering all risks assumed under the terms of Sections 6 and
7 of this agreement and furnish Intervet with evidence of such coverage as
Intervet may require.


 


8.             Product Recall


 


If
Intervet, in its sole discretion, should determine to effect a recall (of one
or more of its Products) or if any Governmental agency, including any agency of
any State or subdivision thereof, having or claiming jurisdiction over any of
the transactions contemplated under this Agreement, should request Intervet to
effect a recall, then the Distributor shall promptly be 


 


4

















 


notified by Intervet and Distributor shall promptly
return to Intervet, following Intervet’s instructions, all the unused or unsold
stock of the Product in question. In the event of such recall, Intervet shall
reimburse Distributor in the amount of Distributor’s net purchase price for all
Product returned to Intervet; provided, however, that Distributor shall not be
entitled to reimbursement by Intervet of Distributor’s purchase price if any
Product found to be defective or which has become defective as the result of
any act of commission or omission or negligence on Distributor’s part.


 


Distributor,
furthermore, shall promptly notify its customers of any recall effected and shall
promptly and jointly with the Intervet review what steps need to be taken to
carry out any recall.


 


9.             Assignability


 


This
Agreement shall not be assignable and the performance of the obligations
hereunder shall not be delegable by the Distributor without the Intervet’s
prior written consent.


 


Intervet
may assign and delegate this Agreement to any affiliate and/or any person,
firm, corporation, or other entity that purchases or otherwise succeeds in
interest to that portion of Intervet’s business to which this agreement
relates.


 


10.           Governing Law and Jurisdiction


 


This
agreement shall be governed by and construed according to the laws of the State
of Delaware without regard to any conflict of law provisions.


 


The
courts of the State of Delaware shall resolve any such claims or disputes and
the laws of the State of Delaware shall apply in any such proceedings.


 


11.           Notices


 


All
notices to be given hereunder shall be in writing and shall be deemed to have
been duly given if delivered or mailed by registered mail, first class postage
prepaid, if to the Intervet to:


 


Intervet Schering-Plough Animal Health


ATTN:  Michael
C. Biggins


56 Livingston Ave.


Roseland, NJ 07068


 


and if to the Distributor to:


 


Jim Cleary


MWI Veterinary Supply Co.


651 S. Stratford Drive, Suite 100


Meridian, ID 83680


 


5

















 


12.           Headings


 


The
headings in this Agreement are included for convenience and reference only and
do not form part of this Agreement.  They
shall not in any way affect the interpretation hereof.


 


13.           Integration & Modification


 


The
Agreement, including the schedules, appendices and attachments hereto,
constitutes the entire agreement between Distributor and Intervet with respect
to Products and supersedes all prior agreements and communications between the
parties with respect thereto. This Agreement may only be changed or modified by
a written document, signed by duly authorized representatives of the parties
which expressly states its intent to change or modify this Agreement, and shall
not be modified or changed by any contrary or additional term in any subsequent
document, purchase order or correspondence between the parties.


 


14.           Severability


 


In the
event that any provisions of this Agreement should for any reason be held invalid
ineffective, unenforceable or contrary to public policy, the remainder of this
Agreement shall remain in full force and effect notwithstanding.


 


15.           Non-Waiver


 


Waiver
of or failure to enforce any term or condition of this Agreement by Intervet in
a particular situation shall not be deemed a modification of this Agreement,
nor shall Intervet be prevented from enforcing such term or condition with
respect to other situations.


 


16.           Alternative Dispute Resolution


 


The
parties shall attempt in good faith to resolve promptly any dispute arising out
of or relating to this Agreement by negotiation. If the matter cannot be
resolved in the normal course of business, either party shall give the other
party written notice of any such dispute not resolved, after which the dispute
shall be referred to senior executives of both parties, who shall likewise
attempt to resolve the dispute.


 


If the
dispute has not been resolved by negotiation within forty-five (45) days of the
disputing party’s written notice or if the parties fail to meet within twenty
(20) days from such notice, the parties shall endeavor to settle the dispute by
mediation under the supervision of and in accordance with the Center for Public
Resources (CPR) Model Mediation Procedure for Business Disputes. Unless
otherwise agreed, both parties and either individual party may request the CPR
to appoint an independent mediator. The location of the mediation shall be
agreed upon by both parties and, in the event parties do not timely agree, the
location will be determined by the Mediator.


 


Any
dispute not settled by the mediation referenced above within sixty (60) days
after appointment of a mediator may, upon the request of either party, be
submitted to arbitration in 


 


6

















 


accordance with the CPR Arbitration Rules and
Commentary. A single, impartial arbitrator mutually acceptable to the parties
shall conduct the arbitration. In the event the parties cannot agree on an
arbitrator within twenty-one (21) days after the end of the aforesaid sixty
(60) days, either party may have an arbitrator appointed by the CPR. The
location of the arbitration will be in New York, New York, unless the parties
agree otherwise. As a condition of appointment of the arbitrator, said arbitrator
shall agree to use her/his best efforts to conclude the proceeding within sixty
(60) days. Said arbitrator shall further have the authority to limit the volume
of evidence and documents to be submitted by the parties. Any court having
jurisdiction thereof may enter judgment upon the award rendered by the
arbitrator.


 


This
section shall, however, not be construed to limit or to preclude either party
from bringing any action in any court of competent jurisdiction for injunctive
or other provisional relief as necessary or appropriate.


 


17.           Taxes


 


Distributor
shall pay all federal, state and local taxes which may be imposed upon the use,
possession, ownership, purchase or resale of any and all Products.


 


IN
WITNESS WHEREOF, the Intervet and the Distributor have executed this Agreement
in duplicate on the day and year first hereinabove written.


 


	
  INTERVET INC.

  	
   

  
	
  d/b/a Intervet/Schering
  Plough Animal Health

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael C. Biggins

  	
   

  	
  By:

  	
  /s/ Jim Cleary

  
	
  Michael C. Biggins

  	
   

  	
  Jim Cleary

  
	
  Director, Commercial
  Services

  	
   

  	
  MWI Veterinary Supply
  Co.

  



 


7

















 


Distribution Agreement


Appendix B


Effective December 1,
2009


 


ORDER PROCEDURE:


 


1.             There are four ways to place an order.


 


	
  ·

  	
  Phone orders:

  	
  1-800-521-5767.

  
	
  ·

  	
  Fax orders:

  	
  1-800-462-3720.

  
	
  ·

  	
  General information:

  	
  1-800-521-5767.

  
	
  ·

  	
  EDI

  	
   

  



 


2.             Mail orders to:


 


Intervet/Schering
Plough Animal Health


10488 S 136 St


Omaha NE 68138


 


3.             When ordering by mail or phone, please list:


 


·              Account number


·              Product code number


·              Product name


·              Product size


·              Quantity


 


4.             Orders for products offered on a promotion or special
must be received by 12:00 noon central time on the last day of the program to
qualify for the program or special.


 


TERMS:


 


1.             Intervet reserves the right to limit product quantity.


 


2.             Invoices are issued for every shipment.


 


3.             Invoices are due in full /**/ from the date of
invoice.


 


4.             Distributor purchases are not eligible for payment via
credit cards.


 


5.             All shipments will be FOB Point of Shipment. Any damage
caused by Intervet or Intervet’s designated shipper shall be the responsibility
of Intervet. In the case of damage caused by Intervet’s designated shipper,
Distributor authorizes Intervet 


 


8

















 


to pursue a damage
claim against the shipper and will assist Intervet as necessary.


 


6.             Intervet reserves the right to assess a /**/ per month
interest charge on balances more than 30 days past due.


 


TRANSPORTATION CHARGES:


 


1.             Transportation costs on orders totaling $5,000.00 or
more to one destination are prepaid.


 


2.             Orders totaling less than $5,000 are charged a minimum
order charge of $50.00.


 


3.             Intervet determines the method of shipment. If the
customer requests special shipping arrangements, the additional freight charges
are added to the invoice.


 


4.             A Pick-up Allowance of $40 per pallet is applicable to
orders for Safe-Guard Blocks (Sweetlix & En-Pro-AI) picked up by
Distributor at the manufacturing site.


 


TRANSPORTATION CLAIMS FOR DAMAGES AND/OR
SHORTAGES:


 


1.             In the event of damage or incomplete shipments, notify
Customer Service immediately at 1-800-521-5767.


 


2.             If the damage or shortage is observed at the time of
product delivery, Distributor should sign the Bill of Lading (BOL) and note the
shortage or damage.


 


3.             If the damage or shortage is observed after signing
the receipt, please phone the carrier and request they make an inspection or
provide written waiver of inspection. Damage or shortage must be reported
within 10 business days of delivery to be eligible for credit or
replacement.


 


4.             One copy of the carrier’s delivery receipt noting the
damage or shortage or a copy of the carrier’s inspection report, together with
instructions for credit or replacement, must be submitted within 15 days
of delivery date to:


 


Intervet/Schering
Plough Animal Health


10488 S 136 St


Omaha NE 68138


 


5.             Errors in shipping or order processing by Intervet
will be accepted for full credit provided notification of the discrepancy is
made to Intervet within 10 business days from date of receipt and product
is returned in a saleable condition. Returns made after 10 business days
will be handled under the Intervet returned goods policy in effect on the day
of the proposed return. Distributor shall promptly notify


 


9






 












 


Intervet of any
latent errors. Intervet shall, in its sole discretion, provide appropriate
compensation, if any.


 


6.                                       Intervet reserves the right to reject any
claim not made within the specific period.


 


RETURNED GOODS POLICY:


 


1.                                       Products purchased may be returned for
credit provided they meet the following provisions.


 


2.                                       Product returns must
be approved by Intervet prior to return. Returns made without approval become
the property of Intervet and Intervet will dispose of this merchandise and
declare no replacement value or return to Distributor/Customer at their
expense.


 


3.                                       Samples or “free goods” are not
returnable for credit. This will include “free goods” received as part of any
promotional offer.


 


a.                                       In the case of returns involving product
purchased as part of promotional offers, Intervet will allow credit up to the
quantity of product that was actually purchased. No credit will be issued for “free
goods” received.


 


b.                                      Returns will be reviewed by Intervet for “free
goods”, based upon serial or lot numbers shipped.


 


4.                                       Returns will be accepted only from
original purchasers.


 


5.                                       Products carrying an expired date and
returned within 90 days after expiration in unopened and
unmarked selling units* will be issued credit at the original
purchase price less a 20% handling charge. Freight charges for return
of expired product are the responsibility of the customer. Products
returned after 90 days of expiration will not be eligible for credit.)


 


6.                                       If products are approved for return prior
to product expiration date, they must be returned freight prepaid and will be
credited at the original purchase price less a 20% handling charge. Returned
products must be in unopened and unmarked
selling units* and in saleable condition, or no credit will be
issued.


 


7.                                       Intervet must receive authorized returns
no later than 15 days after the Return Authorization Number is provided.
Product received after this time period will be destroyed and no credit will be
issued.


 






* A selling unit is the
smallest unit or “put-up” that Intervet ships excluding Equine Vaccines.
Intervet will accept individual syringes of Equine Vaccines for return and
credit.


 


10

















 


SHORT DATED PRODUCT IN DISTRIBUTOR INVENTORY:


 


1.                                       Occasionally, Intervet has situations
whereby product in inventory is “short dated”. In these situations, this
product may be offered to Distributor as part of a “short dated product special”.


 


2.                                       Intervet will search to identify if
Distributor has purchased any of the “short dated” lots / serials.


 


3.                                       Distributor will be contacted by Intervet
to determine how much of the product is still in inventory.


 


4.                                       In cases where Distributor has product of
the same lot or serial number as being offered by Intervet on the “short dated
product special”, and Distributor elects on its own accord to sell the product
to their customers with the following qualifications:


 


a.                                             The product must be offered at the same
special that Intervet is offering.


 


b.                                            The product must be sold as
non-returnable and this must be noted on the invoice.


 


c.                                             Distributor must provide Intervet a
monthly computer report detailing the amount of product moved on the special
and the customers that it went to.


 


d.                                            Then, based upon this information,
Intervet will reimburse free-goods monthly based upon computer run submissions.
Reimbursement will be with better dated product of the same product type.


 


e.                                             Requests for reimbursement should be sent
monthly to:


 


Ag Data


2100 Rexford Road,
Suite 300


Charlotte, NC
28211


 


f.                                               Distributor is under no obligation to
take part in short dated product specials.


 


FLOOR STOCK ADJUSTMENTS:


 


1.                                       Because market prices go both up and
down, Intervet, Inc. will not offer, nor expect, floor stock adjustments
on any price changes.


 


2.                                       Intervet reserves the right to collect
any amounts owed because of an unauthorized floor stock adjustment, including
but not limited to the right to set off the amount of any unauthorized floor
stock adjustment against Quarterly 


 


11

















 


Reporting
Incentives, Total Company Purchase Goal Incentive, Product Category Goal
Incentive, Cash Management Incentive and Market Support Funds.


 


The terms and conditions of this Appendix B are
subject to change without notice at Intervet’s sole discretion.


 


12

















 


APPENDIX
C


 


MWI VETERINARY SUPPLY

(Effective
December 1, 2009)


 


MARKET
SUPPORT FUNDS


 


Intervet will
accrue /**/ of Distributor purchases up to a maximum of /**/ in market support
funds to support Intervet approved Distributor marketing activities in support
of Intervet Products, under the following conditions:


 


a.                                       Any use of market support funds proposed
by the Distributor must be approved by Intervet, through Intervet’s approval
process including approval of the Director, Distributor Relations at least
30 days before the program’s start date.


 


b.                                      Market support funds shall be solely
provided for the purpose of actively promoting Intervet Products.


 


c.                                       Market support funds accrued from
December, 2009 — November 2010 (Contract Period) must be committed for an
approved promotion by October 31 of that contract period. All uncommitted
funds in the accrual account as of October 31 will be reversed out of the
accrual account.


 


d.                                      Market support funds committed by October 31
of the Contract Period must be utilized prior to January 15 of the
following Contract Period.


 


e.                                       Accrued market support funds shall be
disbursed to Distributor upon submission by Distributor to Intervet of an
invoice for a promotional program that has met the above terms.


 


INTERVET
PERFORMANCE PAYMENTS


 


1.                                       Intervet will reward Distributor based on
Distributor’s achievement of Intervet established Performance Goals
(Semi-Annual Product Category Move-out Goals, Annual Product Category Move-out
Goals and Annual Species Category Stretch Move-out Goals, where appropriate).


 


2.                                       For purposes of this Appendix C,
Semi-Annual shall mean the periods of December, 2009 — May, 2010 and June, 2010
— November, 2010.  Annual shall mean
December, 2009 — November, 2010).


 


13

















 


3.                                       Intervet defines timely payment of
Intervet Invoices as /**/ or less. 
Payment within /**/ is a pre-requisite for eligibility for any
performance goal payments.


 


4.                                       Intervet will establish Semi-Annual and
Annual Move-out Goals for product categories at the beginning of Contract
Period.  The performance goals and
incentive schedule for the Contract Period are as follows:


 


	
   

  	
   

  	
  Distributor Incentive
  (4),(5),(6),(7),(8),(9),(10),(11)

  	
   

  
	
  Move-Out
  Goal Product Category

  	
   

  	
  Up-Front

  Margin

  	
   

  	
  Move-Out

  	
   

  	
  2008

  Move-Out

  	
   

  	
  Annual

  Move-Out

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cattle Anti-parasitics

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cattle Mastitis

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cattle Nutritionals/Banamine

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cattle Vaccines —
  Other(2)

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Animal Vaccines

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Animal Mometamax

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Animal
  Anti-parasitics

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Small Animal Other

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equine Vaccines

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equine/OTC
  Anti-parasitics

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Swine Pharmaceuticals

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  



 






(1)          Revalor-X5 Volume Builder Only.


(2)          All 5-ml clostridal products are Volume Builders only.


(3)          Piliguard, Trivalent are Volume Builders Only.


(4)          The Annual Move-out goal will be paid in full only if
Distributor achieves /**/ of annual sales out goal.


 


14

















 


(5)          An Account Agreement between Intervet and an end user
serviced by a Distributor takes precedent over the suggested retail price list,
the suggested Distributor margin and may alter the amount of the margin in a
category for those sales. If not specified in the Account Agreement the
following methodology is used to calculate the reimbursement to the  Distributor. /**/


(6)          Distributor must be current (/**/) at the end of May and
November to be eligible for corresponding Semi-Annual Move-out goal
rebate.


(7)          Semi-Annual Move-out Goals and their corresponding
rebates not achieved in the first half of the Contract Period will roll ahead
to the second half of the Contract Period, AS LONG AS the Distributor is
current (/**/) at the end of the first Semi-Annual goad period. Therefore, if
Distributor misses the move-out goal in the first half of the Contract Period,
but its combined total reported sales at the end of the Contract Period meets
or exceeds the combined annual move-out goal, Distributor will be paid the
applicable rebate on the total amount. If the goal is missed in the second half
of the contract period, the potential rebate for the first half of the contract
period is lost.


(8)          December — May Semi-Annual reported sales
that exceed the December — May Semi-Annual Move-out Goal will be
allowed to roll ahead to the June — November Semi-Annual Goal Period.
Therefore, if Distributor exceeds the December — May Goal but misses
the June — November Goal they will still earn a rebate on their June-November sales
if (a) their total reported sales at the end of the December — November Period
meets or exceeds the December — November Goal, and (b) AS LONG
AS the Distributor is current (/**/) at the end of the Goal Period.


(9)          These performance incentives and goals apply only to
those products listed on the Intervet Inc. price list (Appendix A) as of December 1,
2009. Intrevet, at its sole discretion, may modify goals to include new
products approved after December 1, 2009.


(10)    Incentive payments will be calculated based upon units
sold at Distributor’s acquisition price.


(11)    Specific accounts identified by the ISP business teams
would be excluded from the rebate calculation, see list of excluded accounts
within Appendix C.


 


5.                                       2010 Move-out Goals. The performance
goals and incentive schedule for the Contract Period are as follows:


 


	
   

  	
   

  	
   

  	
   

  	
  Semi-Annual Goals

  	
   

  	
  Annual Goals

  	
   

  
	
  Species

  Category

  	
   

  	
  Product Category

  	
   

  	
  Dec –
  May

  Goal

  	
   

  	
  June –
  Nov

  Goal

  	
   

  	
  Incentive

  %

  	
   

  	
  Dec –
  Nov Goal

  	
   

  	
  Incentive

  %

  	
   

  
	
  Cattle

  (Move-out)

  	
   

  	
  Cattle Anti-parasitics

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Cattle Implants

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Cattle Mastitis

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Cattle Nuflor

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Cattle Nutritionals/
  Banamine

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Cattle Reproduction
  Products

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Cattle Vaccines - Other

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Cattle Vaccines -
  Enterics

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
  Small

  Animal

  (Move-out)

  	
   

  	
  Small Animal Vaccines

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Small Animal Other
  Pharmaceuticals

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Mometamax

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Otomax

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Small Animal
  Anti-parasitics

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Small Animal Tri-Heart
  Plus

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  



 


15

















 


	
   

  	
   

  	
   

  	
   

  	
  Semi-Annual Goals

  	
   

  	
  Annual Goals

  	
   

  
	
  Species

  Category

  	
   

  	
  Product Category

  	
   

  	
  Dec –
  May

  Goal

  	
   

  	
  June –
  Nov

  Goal

  	
   

  	
  Incentive

  %

  	
   

  	
  Dec –
  Nov Goal

  	
   

  	
  Incentive

  %

  	
   

  
	
  Equine

  (Move-out)

  	
   

  	
  Equine Vaccines

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Equine Pain Management

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Equine Anti-parasitics

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Equine Regu-Mate -
  Other

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
  Swine

  (Purchases)

  	
   

  	
  Swine Pharmaceuticals

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
   

  	
  Swine Biologicals

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  



 


6.                                       Annual Move-out Stretch Goals for Species
Categories are as follows:


 


	
  Annual Move-out “Stretch” Incentives (December,
  2009 — November, 2010) (1),(4),(5),(6)

  
	
  Level

  (as % of Goal)

  	
   

  	
  Rebate %

  	
   

  	
  Cattle

  Products

  	
   

  	
  Small Animal

  Products

  	
   

  	
  Equine

  Products

  	
   

  	
  Swine

  Products

  	
   

  
	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  
	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  



 






(1)           The trigger for payment of Stretch
Goals is attainment of /**/ of all Species Purchase Goals individually.


 


(2)           Rebate payment on achievement of /**/
is on the total $ volume, less any products classified as volume builders.


 


(3)           Rebate payment on achievement /**/ is
on the incremental $ volume, less any products classified as volume builders.


 


Rebate
payment on achievement /**/ is on the incremental $ volume, less any products
classified as volume builders.


 


Rebate
payment on achievement /**/ is on the incremental $ volume, less any products
classified as volume builders.


 


(4)                                  Opportunity to
earn Stretch Rebate is capped at /**/ of Species Stretch Goal. Sales above /**/
will be eligible for Semi-Annual and Annual Move-out Incentives.


 


(5)                                  Specific
accounts identified by the ISP business teams would be excluded from the rebate
calculation, see list of excluded accounts within Appendix C.


 


(6)                                  “Stretch” goals and performance
incentives include all products listed on the Intervet Inc. price list
(Appendix A) as of December 1, 2009 as well as all new products
launched during the incentive period (December, 2009 — November, 2010). For purposes
of the “stretch” incentives, product categories that are eligible for move out
incentives, as listed in paragraph 5 above, shall be grouped into species
as shown above.


 


16

















 


(7)                                  These performance incentives and goals
apply only to those products listed on the Intervet Inc. price list
(Appendix A) as of December 1, 2009, unless specifically excluded
above. Intervet, at its sole discretion, may modify goals to include new
products approved after December 1, 2009.


 


(8)                                  Intervet, at its sole discretion may
allow up to a /**/ reduction of any goal affected by backordered products.
Incentives will only be paid on product that is shipped and invoiced.


 


(9)                                  For this agreement, Intervet reserves the
right, in its sole discretion to limit Distributor to purchasing a /**/ supply
of Products in November. Intervet / Schering Plough’s determination of a
reasonable /**/ supply will be binding and conclusive.


 


(10)                            Payment of performance incentives and
rebates by Intervet to the Distributor shall be made within /**/ after the end
of the performance period. The Distributor reserves the right to assess a /**/
per month interest charge on balances more than /**/ past due.


 


(11)                            The terms and conditions of this
Appendix C are subject to change without notice at Intervet’s sole
discretion. All calculations and determinations made by Intervet are final.


 


ACCOUNTS
EXCLUDED FROM REBATE CALCULATION


 


Sales to the
following list of accounts, affiliates or individuals affiliated with these
accounts are excluded from any rebate calculation covered in this appendix.
Additionally, sales to any account enrolled in the Intervet/Schering-Plough “Mega-vet”
Program are excluded from rebate calculations.


 


	
  Name

  	
   

  	
  City

  	
   

  	
  State

  	
   

  
	
  /**/

  	
   

  	
  /**/

  	
   

  	
  /**/

  	
   

  



 


17