PRODUCTS; AND TO
COOPERATE FULLY WITH PFIZER IN IMPLEMENTING ALL PROMOTIONS AND SALES CAMPAIGNS
FOR THE PRODUCTS;
(E)
ALLOW PFIZER'S REPRESENTATIVES TO ATTEND
AND ACTIVELY PARTICIPATE IN MEETINGS OF MWI'S SALES REPRESENTATIVES;
(F)
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. MWI
WILL MAKE PAYMENT TO PFIZER FOR ALL PRODUCTS SHIPPED /**/;
(G)
TAKE NO ACTION, WHETHER OR NOT IDENTIFIED
ABOVE, THAT WOULD HARM THE GOODWILL OF THE PRODUCTS;
(H)
MWI SHALL IMMEDIATELY NOTIFY PFIZER IN THE
EVENT MWI OBTAINS INFORMATION INDICATING THAT 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;
(I)
MWI SHALL NOT, UNDER ANY CIRCUMSTANCES,
BE LIABLE FOR SPECIAL, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND
PFIZER'S SOLE REMEDY FOR ANY SUCH DAMAGES SHALL BE IN ACCORDANCE WITH PARAGRAPH
7(E).
4.
PFIZER SHALL:
(A)
SELL THE PRODUCTS TO MWI AT THE PRICES IN
EFFECT IN THE THEN CURRENT PUBLISHED PFIZER ANIMAL HEALTH ETHICAL DISTRIBUTION
PRICE MEMO (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;
(B)
RETAIN SOLE RESPONSIBILITY FOR THE
ADVERTISING AND PROMOTION OF THE PRODUCTS AND COLLABORATE WITH MWI IN THE
DEVELOPMENT OF ACTIVITIES APPROPRIATE FOR ETHICAL DISTRIBUTION REGARDING THE
PRODUCTS;
(C)
COMPENSATE MWI IN ACCORDANCE WITH EXHIBITS
A AND B ATTACHED HERETO. PFIZER SHALL HAVE THE RIGHT TO AUDIT MWI SALES DATA TO
CONFIRM APPROPRIATE PAYMENT IN ACCORDANCE WITH EXHIBITS A AND B;
(D)
ALLOW MWI CREDIT ON PREPAID RETURNS IN
ACCORDANCE WITH PFIZER'S OUTDATED PRODUCTS POLICY WHICH IS IN EFFECT AT THE
TIME;
(E)
IF MWI HAS MORE THAN ONE LOCATION THEN MWI
MUST COMBINE PURCHASES OF ALL LOCATIONS TO DETERMINE ATTAINMENT LEVEL FOR
INCENTIVES. IN THE EVENT THAT MWI ACQUIRES OR COMBINES WITH
2
ANOTHER PFIZER AGREEMENT HOLDER, THE PURCHASE OBJECTIVES WILL BE ADJUSTED
ACCORDINGLY FOR THE PURPOSE OF DETERMINING INCENTIVES EARNED;
(F)
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.
NOTHING IN THIS AGREEMENT SHALL BE
DEEMED TO LIMIT