ITS ASSETS IN THEIR ENTIRETY OR PIECEMEAL.
4
III.
MWI CEASES ITS BUSINESS OPERATIONS
WHETHER OR NOT SUCH CESSATION IS VOLUNTARY OR INVOLUNTARY.
IV.
MWI FILES A PROCEEDING PURSUANT TO THE
U.S. BANKRUPTCY CODE OR ANY STATE COURT PROCEEDING, INCLUDING AN ASSIGNMENT FOR
THE BENEFIT OF CREDITORS.
12.
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, 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 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. 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.
13.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS TO BE FULLY PERFORMED THEREIN.
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
Pfizer Inc.
BY:
/s/ Jim Cleary
BY:
/s/ Clinton Lewis
Clinton Lewis
Print Name:
Jim Cleary
President, U.S. Operations
Pfizer Animal Health
Title:
President
Date:
Jan. 26, 2009
Date:
2/5/09
5
Exhibit A
PFIZER shall compensate MWI as follows:
For Contract Year 2009 of the Contract Term: A year end rebate up to a maximum
of /**/ on MWI's Rimadyl sales out units plus /**/ on MWI's Clavamox sales out
units calculated as follows:
For RIMADYL:
1)
/**/ ON SALES OUT UNITS OF RIMADYL BY
MWI CALCULATED AT THE THEN CURRENT PUBLISHED PFIZER ANIMAL HEALTH ETHICAL
DISTRIBUTION PRICE MEMO IF PFIZER ATTAINS PFIZER'S OVERALL RIMADYL GROWTH TARGET
IN SALES IN TO ALL PFIZER CUSTOMERS FOR THE CALENDAR YEAR