AGREES TO PURCHASE FROM PFIZER, AT
CREDIT TERMS AGREED TO BETWEEN THE PARTIES AND AS MAY BE FURTHER SET FORTH ON
PFIZER'S INVOICES, PRODUCTS SUFFICIENT TO FULFILL DEMAND FROM ALL CUSTOMERS TO
WHOM MWI WILL SELL PRODUCTS IN THE QUANTITIES DESIRED BY THE CUSTOMERS.
(C)
MWI AGREES TO MAINTAIN AN INVENTORY OF
PRODUCTS EQUAL TO /**/ DEMAND, BUT EXCLUDING ALL PRODUCTS INDICATED ON
SCHEDULE A AS INELIGIBLE FOR RSA PAYMENTS. FOR PURPOSES OF THIS AGREEMENT
"DEMAND" SHALL MEAN /**/.
All Products shall count towards the amount held in inventory by MWI . MWI and
Pfizer agree to act in good faith to resolve any material differences in the on
hand inventory calculations.
(D)
PFIZER RESERVES THE RIGHT TO ALLOCATE
PURCHASES SUCH THAT MWI MAY NOT PURCHASE MORE THAN TWO (2) MONTHS MWI'S AVERAGE
OF THE MOST CURRENT MOVING ANNUAL TOTAL SALES PURCHASES. EXCEPTIONS MUST BE
APPROVED BY PFIZER'S NEW YORK HEADQUARTERS.
(E)
MWI AGREES THAT ALL SALES OF PFIZER
PRODUCTS FROM MWI TO A PARTICIPATING CUSTOMER SHALL REFLECT THE SPECIFIC PRICES
FOR EACH PRODUCT PROVIDED FOR IN THAT PARTICIPATING CUSTOMER'S MOST RECENT
SUGGESTED RESALE PRICE LIST. IN THE EVENT THAT THE PRICE LISTED ON A
PARTICIPATING CUSTOMER'S MOST RECENT SUGGESTED RESALE PRICE LIST FOR ANY
PARTICULAR PRODUCT IS LOWER (AT THE TIME OF CONSUMMATION OF A SALE OF SUCH
PARTICULAR PRODUCTS BETWEEN MWI AND THAT PARTICIPATING CUSTOMER) THAN THE PRICE
PAID BY MWI TO PFIZER FOR SUCH PRODUCT, PFIZER AGREES TO CREDIT MWI'S ACCOUNT
FOR THE AMOUNT OF SUCH DIFFERENCE.
3.
NOTHING HEREIN CONTAINED SHALL CREATE
OR BE DEEMED TO CREATE ANY RELATIONSHIP BETWEEN THE PARTIES OTHER THAN AS
SPECIFICALLY PROVIDED FOR HEREIN. NO EMPLOYMENT, PARTNERSHIP, SPECIFIC OR
GENERAL AGENCY RELATIONSHIP SHALL EXIST UNLESS SPECIFICALLY PROVIDED FOR IN
WRITING BETWEEN THE PARTIES. MWI SHALL NOT REPRESENT, DIRECTLY OR INDIRECTLY,
EXPRESSLY OR BY IMPLICATION, THAT ANY SUCH RELATIONSHIPS EXIST AND/OR THAT MWI
HAS ANY AUTHORITY EXCEPT AS SET FORTH IN THIS AGREEMENT.
4.
MWI SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO PROVIDE APPROPRIATE SERVICE TO THE CUSTOMERS TO WHOM MWI WILL SELL
HEREUNDER. FOR CUSTOMERS SERVICED PURSUANT TO THIS AGREEMENT, MWI SHALL:
(A)
STORE ITS INVENTORY OF PFIZER PRODUCTS
UNDER CONDITIONS (INCLUDING REFRIGERATION WHERE APPROPRIATE) IN ACCORDANCE WITH
PACKAGE LABELING OR OTHER WRITTEN INSTRUCTIONS FROM PFIZER TO ENSURE THAT SUCH
PRODUCTS RETAIN THEIR POTENCY, PURITY, QUALITY, AND IDENTITY;
(B)
PROVIDE TO COVANSYS BY THE CLOSE OF BUSINESS
ON FRIDAY OF EACH WEEK 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 SPECIES. 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 4(B) AND TO CONFIRM THE ACCURACY OF THE DATA CONTAINED IN THE REPORT;
2
(C)
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