Exhibit
10.3


 


* * — 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.


 


2009
PFIZER EQUINE PRODUCTS MARKETING AGREEMENT


 


This Agreement dated and
effective as of January 1, 2009 is made by and between Pfizer Inc, 235 East 42nd Street, New York, New
York 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 accepts
appointment, 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 account
as a distributor, subject to the following terms and conditions.


 


2.             MWI recognizes and agrees to the following:


 


(a)           PFIZER has elected to work with a select group of
distributors that are committed to maximizing the sale of the Products and to
working closely with PFIZER to identify market opportunities for both
companies. The intent of this Agreement is to attain that goal;


 


(b)           PFIZER intends to utilize this group of distributors
to sell the Products to customers below them in the distribution chain and that
PFIZER has, and may in the future, run promotions and other activities that
would be seriously prejudiced if MWI resells the Products to other PFIZER
contract distributors, non-employee agents or through brokers.


 


3.             Accordingly, MWI shall:


 


(a)           use its reasonable best efforts to sell the Products
by focusing its primary effort at reselling to veterinarians, OTC retailers,
and horse owners;


 


(b)           maintain a full-time outside and inside sales force
that will personally and actively solicit sales of the Products and pay such
sales representatives reasonable commission as MWI deems appropriate in its
sole discretion;


 


(c)           store and handle its inventory of Products under
conditions that will ensure that such Products retain their potency, purity,
quality, and identity;


 


(d)           MWI will provide PDA/EDI with sales out data on each
PFIZER sku MWI sells. MWI will provide to Covansys its Health Industry Number,
Customer Health Industry Number, PFIZER product number, transaction date, ship
to 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 should
be sent to Covansys within /**/ of the date of each invoice. MWI will use its
best efforts to insure sales out data integrity and timeliness;


 


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


 

















 


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


 


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


 


(h)           MWI agrees that credit limits established by PFIZER
shall be subject to change by PFIZER in its sole discretion and that no
shipments will be made to MWI in excess of the established credit limits;


 


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


 


(j)            MWI shall immediately notify PFIZER in the event MWI
obtains information indicating that any of the Products may have to be recalled
either by virtue of applicable law or regulation or good business judgment.
PFIZER shall control all efforts necessary to conduct any such recall. MWI
shall cooperate with PFIZER and MWI agrees to maintain adequate records to
conduct such recall, including the name, address and Product purchases of all
purchasers of PFIZER Products.


 


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


 


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


 


(m)          Provide to PFIZER by the close of business on the last
business day of each PFIZER Accounting Period (as set forth in Exhibit G
hereto) an inventory report covering all inventory purchased from PFIZER and
setting forth in dollars at MWI’s acquisition cost from PFIZER the amount of
inventory by species. MWI agrees that PFIZER shall have the right to audit
inventory in the possession of MWI to confirm compliance with this
paragraph 3(m) and to confirm the accuracy of the data contained in
the report.


 


4.             PFIZER shall:


 


(a)           sell the Products to MWI at the prices in effect in
the then current published PFIZER Animal Health Products Distributor Price List
(hereinafter, “Price List”). PFIZER also shall permit MWI to participate in the
distributor incentive programs offered by PFIZER, in accordance with the terms
of such programs. PFIZER shall have the unrestricted right to revise the
prices, terms and conditions of the Price List, and to add or delete Products
or package sizes, without advance notice to MWI, and the revisions shall be
effective on all orders submitted after the effective date of the price revisions.
In all cases of orders received for other than immediate shipment, the price
for the Products shall be that in effect at the time of shipment. PFIZER agrees
to give MWI /**/ advance notice of price increases;


 


2

















 


(b)           compensate MWI in accordance with Exhibits B, D
and E hereto. In the event that one Agreement holder acquires or combines with
another Agreement holder, the purchase objectives will be adjusted accordingly
for the purpose of determining incentives earned; and


 


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


 


(d)           Agreement holders with more than one location must
combine purchases of all locations to determine attainment level for
incentives. In the event that one Agreement holder acquires or combines with
another Agreement holder, the purchase objectives will be adjusted accordingly
for the purpose of determining incentives earned.


 


(e)           Direct purchase from PFIZER will be used to determine
the level of purchases achieved. Any discrepancies must be documented by the
Marketing Agreement holder using copies of PFIZER invoices.


 


5.             All purchases by MWI pursuant to this Agreement shall
be in accordance with the terms of PFIZER’s Pricing and Shipping Policies, as
may 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 branch
offices at MWI’s direction.


 


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


 


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


 


(a)           MWI shall cooperate fully with PFIZER in participating
fully 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 be
reported shall be as described in the AHI EDI Transaction sets.


 


(b)           all orders are subject to acceptance by PFIZER’s New
York Headquarters. Title to the goods shall pass to MWI once they have been
properly delivered to the address designated by MWI. Products requiring
temperature control will be shipped F.O.B. destination;


 


(c)           any tax or other charge upon the sale and/or shipment
of the goods now or hereafter imposed by federal, state or municipal
authorities shall be paid by MWI. In the event that the price of any article
includes transportation charges, any increase or decrease in transportation
charges shall be for MWI’s account;


 


3

















 


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


 


(e)           PFIZER shall defend and indemnify MWI from all claims
resulting from any breach by PFIZER of the warranties set forth in this
paragraph 6, and specifically any claim that the Products, as sold by
PFIZER, were defective. In the event PFIZER is found by any court of competent
jurisdiction to be liable for any claim based in products liability, then
PFIZER shall reimburse MWI’s reasonable legal fees incurred in the course of
cooperating with 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 the defense and/or resolution of the claim; and cooperate fully with
PFIZER in the matter. This defense, indemnity and payment for legal fees shall
not apply to claims alleging: MWI alteration, negligent handling or improper
storage of the Products; sale of outdated Products; sale or recommendation of
the Products for uses or in a manner not set forth in the labeling supplied by
PFIZER; or sale of the Products after receipt of notice from PFIZER that such
sales should be halted;


 


(f)            in no event shall PFIZER be liable to MWI for special,
collateral, incidental, or consequential damages in connection with or arising
out of the purchase, resale, or use of the Products. Except as provided under
subparagraph 6(e), above, total damages recoverable against PFIZER by MWI
shall be exclusively limited to the purchase price of the Products with respect
to 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 occasioned
by 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 the
option of either party, that order or portion thereof not delivered may be
canceled;


 


(h)           acceptance of MWI’s order by PFIZER is expressly made
conditional upon MWI’s acceptance of the conditions of sale as set forth
herein, and the prices, terms and conditions of the Price List then in effect,
notwithstanding acknowledgment or receipt of MWI’s purchase order containing
additional or different provisions, or conflicting oral representations by any
agent of PFIZER.


 


The remainder of
this page intentionally left blank.


 


4

















 


8.             MWI and PFIZER agree that, under the specific
circumstances delineated herein, PFIZER, at PFIZER’s sole discretion may recoup
the sums outstanding to it from MWI against those sums which may become due
from PFIZER to MWI, in that the obligations arise from mutual transactions. The
specific 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’s
property (“Balance Sheet Test”); or


 


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


 


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


 


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


 


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


 


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


 


9.             MWI shall distribute PFIZER products only under the
labeling provided by PFIZER; prescribe, recommend, suggest, and advertise each
product for use only under the conditions stated in the labeling provided by
PFIZER; and observe all federal, state, and local laws governing the
distribution 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 LICENSED
VETERINARIAN,” or any similar legend, sell such Products only to or on the
order of a licensed veterinarian for use in the course of his or her
professional practice or to another person or entity regularly and lawfully
engaged in the use, distribution or dispensing of such legend drugs.


 


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


 


11.           MWI and PFIZER acknowledge that in the performance of
their duties hereunder MWI and PFIZER may obtain access to “Confidential
Information” (as defined below) of each other. MWI and PFIZER agree that during
the term of this Agreement and for a period of three (3) years after the
termination of this Agreement, unless specifically permitted in writing by the
other party, which permission shall not be unreasonably withheld, especially
with the sale of all or a substantial portion of MWI’s business, to (a) retain
in confidence and not disclose to any third party and (b) use only for the
purpose of carrying out their duties hereunder, any such Confidential
Information. As used herein the term “Confidential Information” means any
information, or data, whether of a business or scientific nature and 


 


5

















 


whether in written, oral or tangible form, relating to
PFIZER’s and MWI’s business or potential business or its research and
development activities, not generally available to or known to the public, and
not otherwise known to the receiving party, that is disclosed to or learned by
the other party pursuant hereto. “Confidential Information” does not mean or
include any information: (a) which is, at the time of disclosure,
available to the general public; or (b) which following disclosure becomes
available to the general public through no fault of the recipient; or (c) which
recipient can demonstrate was in its possession before receipt; or (d) which
is disclosed to recipient without restriction on disclosure. Upon completion of
the work provided for hereunder or other termination of this Agreement each
party will return to the other party any documents, or copies thereof, or any
product samples, containing or constituting Confidential Information disclosed
to or generated by either party in connection with this Agreement.


 


12.           This Agreement shall be effective as of the date first
written above and shall continue in force until December 31, 2009. Either
party may terminate this Agreement prior to the expiration date (i) with
or without cause, upon thirty (30) days written notice to the other party, or (ii) immediately
upon written notice, in the event of a material breach by the other party.


 


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


 


14.           This Agreement and documents referred to herein embody
the entire understanding between the parties hereto, will supersede prior
agreements relating to the Products, and may be modified only in writing and
signed by the parties to be bound. 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 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

  



 


6
















 


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

  	
   

  



 

















 


	
  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

  	
   

  



 

















 


Exhibit B


 


PFIZER shall
compensate MWI in the following ways:


 


(a)           Reimburse MWI /**/ of sales out of
Products on the RSA product list contained in Exhibit C, with the
exception 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 shall
be paid at /**/ WITH THE EXCEPTION of sales to Leaders’ Edge Veterinarians or
Dealers, such sales to be reimbursed under the terms of the 2009 Livestock
Products Distribution Agreement,


 


per the EDI sales
out data calculated based on the products purchase price contained in the Price
List. Reimbursement shall be made /**/.


 


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


 

















 


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

  	
   

  	
  /**/

  	
   

  	
   

  	
   

  



 

















 


Exhibit D


 


Performance Payment


 


MWI will be
eligible to receive the performance payments set forth in this clause 1 below
subject to the performance criteria set forth below and MWI’s fulfillment of
all of the other obligations contained in this Agreement.


 


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


 


a)             /**/


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


d)            /**/


 


Only EDI data for
invoices dated January 1, 2009 through December 31, 2009 and
submitted to Covansys by December 31, 2009 and accepted by PFIZER from
Covansys by January 5, 2010 will count towards the calculation of sales
out for the period.


 


Only sales by MWI
of the products listed in Exhibit E count towards the performance payments
under this Exhibit D.


 

















 


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

  	
   

  



 

















 


Exhibit F


 


Product Focus Funds


 


If MWI fulfils all
of the obligations set forth in this Exhibit F, PFIZER will pay MWI up to
a maximum of /**/ in Product Focus funds (“PFF”) based on MWI executing PFF’s
which are agreed with PFIZER. Programs that use these funds must be discussed
in advance with MWI’s PFIZER Account Executive, submitted in writing to PFIZER’s
Senior Director of Distribution and approved in writing by PFIZER’s Senior
Director of Distribution prior to the start of the program. PFIZER shall have
no obligation to pay MWI PFF’s if the parties are unable to agree on the programs
to be funded. In addition;


 


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


 


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


 


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


 


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


 

















 


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