PFIZER; AND
OBSERVE ALL FEDERAL, STATE, AND LOCAL LAWS GOVERNING THE DISTRIBUTION OF THE
PRODUCTS.
13.
NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO
LIMIT PFIZER'S ABILITY TO SELL ANY PRODUCT AT ANY TIME TO ANY CUSTOMER INCLUDING
PARTICIPATING CUSTOMERS OR ANY OTHER PARTY. TRANSACTIONS CONSUMMATED DIRECTLY
BETWEEN PFIZER AND ANY SUCH CUSTOMER OR OTHER PARTY SHALL NOT QUALIFY FOR ANY OF
THE COMPENSATION PAYABLE TO MWI HEREUNDER. NOTHING IN THIS AGREEMENT SHALL BE
DEEMED TO LIMIT MWI'S ABILITY TO SELL NON-PFIZER PRODUCTS AT ANY TIME TO ANY
CUSTOMER INCLUDING PARTICIPATING CUSTOMERS OR ANY OTHER PARTY. MWI'S ACTIVE
PROMOTION OR SALE OF PRODUCTS NOT MADE BY PFIZER WILL NOT BE CONSIDERED HARMFUL
TO THE GOODWILL OR NAME OF PFIZER, OR THE PRODUCTS, PROVIDED THAT THE PFIZER
PRODUCTS ARE NOT MALIGNED IN ANY WAY AS PROHIBITED UNDER SECTION 4(K) OF THIS
AGREEMENT.
14.
EXCEPT AS SET FORTH IN THIS AGREEMENT, IN
THE LABELING OF THE PRODUCTS SOLD HEREUNDER, OR AS OTHERWISE SPECIFIED IN
WRITING BY PFIZER, PFIZER MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO
THE PRODUCTS.
(A)
PFIZER SHALL DEFEND, INDEMNIFY, AND HOLD
MWI HARMLESS FROM ALL LIABILITIES, CLAIMS, DEMANDS, DAMAGES, COSTS AND EXPENSES,
OR MONEY JUDGMENTS INCURRED BY MWI OR RENDERED AGAINST IT RESULTING FROM (A) ANY
BREACH BY PFIZER OF THIS AGREEMENT, (B) THIRD PARTY CLAIMS OR ACTIONS FOR
PERSONAL INJURY OR PROPERTY DAMAGE WHICH ARISE OUT OF THE DISTRIBUTION OR SALE
OF PFIZER PRODUCTS OR THE FAILURE TO WARN, EXCEPT TO THE EXTENT THAT SUCH
PERSONAL INJURY OR PROPERTY DAMAGE ARISES OUT OF THE NEGLIGENCE OR WILLFUL
MISCONDUCT OF MWI, AND (C) 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PRODUCTS; SALE OF OUTDATED PRODUCTS; SALE OR RECOMMENDATION OF THE PRODUCTS FOR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 EITHER THE LABELING SUPPLIED BY PFIZER OR
AS OTHERWISE SPECIFIED BY PFIZER IN WRITING; OR SALE OF THE PRODUCTS AFTER
RECEIPT OF WRITTEN NOTICE FROM PFIZER THAT SUCH SALES SHOULD BE HALTED.
(B)
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER PARTY FOR SPECIAL, COLLATERAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT. EXCEPT AS PROVIDED
UNDER SUBPARAGRAPH 14(A), 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.
15.
MWI AND PFIZER ACKNOWLEDGE THAT IN THE
PERFORMANCE