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;
(I)
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;
(J)
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;
(K)
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, AT PFIZER'S EXPENSE, AND MWI AGREES TO MAINTAIN
ADEQUATE RECORDS TO CONDUCT SUCH RECALL, INCLUDING THE NAME, ADDRESS AND PRODUCT
PURCHASES OF ALL PURCHASERS OF PFIZER PRODUCTS;
(L)
MAKE PAYMENT TO PFIZER FOR ALL PRODUCT
PURCHASED FROM PFIZER /**/;
(M)
PROVIDE TO PFIZER BY THE CLOSE OF BUSINESS ON
THE LAST BUSINESS DAY OF EACH PFIZER ACCOUNTING PERIOD (AS SET FORTH IN
EXHIBIT F HERETO) AN INVENTORY REPORT COVERING ALL INVENTORY PURCHASED FROM
PFIZER.
(N)
PROVIDE PFIZER WITH A MONTHLY ACCOUNTING OF
SALES VIA EDI FOR PURPOSES OF ALLOWING PFIZER PROPER CREDIT TO ITS SALE
PROFESSIONALS AND PROVIDE TO COVANSYS BY THE CLOSE OF BUSINESS ON THE LAST DAY
OF EACH PFIZER ACCOUNTING PERIOD AN INVENTORY REPORT COVERING ALL PRODUCT
INVENTORY PURCHASED FROM PFIZER AND SETTING FORTH IN DOLLARS AT MWI'S
ACQUISITION COST FROM PFIZER THE AMOUNT OF INVENTORY BY PRODUCT. MWI AGREES THAT
PFIZER SHALL HAVE THE RIGHT, UPON REASONABLE ADVANCE NOTICE AND DURING BUSINESS
HOURS TO AUDIT INVENTORY IN THE POSSESSION OF MWI TO CONFIRM COMPLIANCE WITH
THIS PARAGRAPH 3(N) AND TO CONFIRM THE ACCURACY OF THE DATA CONTAINED IN THE
REPORT.
(O)
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 PRODUCT SKU THAT MWI SELLS.
(P)
MWI WILL ALSO PROVIDE TO PFIZER THE
INFORMATION, SERVICES AND OPPORTUNITIES SET FORTH IN EXHIBIT B HERETO. MWI
REPRESENTS AND WARRANTS TO PFIZER THAT IT WILL ONLY PROVIDE DATA TO PFIZER,
INCLUDING SPECIFIC PATIENT AND ANIMAL OWNER INFORMATION THAT IS ALLOWABLE BY
LAW.
4.
PFIZER SHALL:
(A)
SELL THE PRODUCTS TO MWI AT THE PRICES
PROVIDED FOR