OF THEIR DUTIES HEREUNDER EACH MAY OBTAIN ACCESS TO "CONFIDENTIAL
INFORMATION" (AS DEFINED BELOW) OF THE 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, WHICH PERMISSION SHALL NOT BE UNREASONABLY WITHHELD, ESPECIALLY IN
CONNECTION WITH A SALE OF ALL OR A SUBSTANTIAL PORTION OF MWI'S BUSINESS, 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.
"CONFIDENTIAL INFORMATION" DOES NOT MEAN OR INCLUDE ANY INFORMATION: (A) WHICH
IS, AT THE TIME OF DISCLOSURE, AVAILABLE TO THE GENERAL PUBLIC; OR (B) WHICH
FOLLOWING DISCLOSURE BECOMES AVAILABLE TO THE GENERAL PUBLIC THROUGH NO FAULT OF
THE RECIPIENT; OR (C) WHICH RECIPIENT CAN DEMONSTRATE WAS IN ITS
5
POSSESSION BEFORE RECEIPT; OR (D) WHICH IS DISCLOSED TO RECIPIENT WITHOUT
RESTRICTION ON DISCLOSURE. UPON WRITTEN REQUEST FROM EITHER PARTY AFTER
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.
16.
ALL NOTICES OR COMMUNICATIONS GIVEN
HEREUNDER BY ONE PARTY TO THE OTHER SHALL BE SENT BY HAND OR BY FIRST CLASS
PREPAID REGISTERED OR RECORDED DELIVERY POST OR BY FACSIMILE ADDRESSED TO SUCH
PARTY AS FOLLOWS:
If to Pfizer:
Pfizer, Inc.
Attention: President, Animal Health
235 East 42nd Street
New York, NY 10017
If to MWI :
MWI Veterinary Supply Company
Attention: President & CEO
651 South Stratford Drive, Suite 100
Meridian, Idaho 83642
Either party may change its address by giving written notice to the other party.
17.
THIS AGREEMENT SHALL BE EFFECTIVE AS OF
JANUARY 1, 2010 AND SHALL CONTINUE IN FORCE UNTIL DECEMBER 31, 2010. THIS
AGREEMENT MAY BE TERMINATED BY EITHER PARTY UPON THIRTY (30) DAYS PRIOR WRITTEN
NOTICE. SUCH TERMINATION MAY BE WITHOUT CAUSE. THIS AGREEMENT MAY BE TERMINATED
IMMEDIATELY BY EITHER PARTY UPON WRITTEN NOTICE IN THE EVENT OF A MATERIAL
BREACH BY THE OTHER. IN THE EVENT MWI TAKES ANY ACTION THAT HARMS OR DAMAGES THE
INTERESTS OF PFIZER OR THE PRODUCTS, OTHER THAN WHERE SUPPORTED BY SOUND FACTUAL
EVIDENCE, INCLUDING, BUT NOT LIMITED TO, THE DIVERSION OF PRODUCTS AND
STATEMENTS OF FALSE INFORMATION, PFIZER MAY TERMINATE THIS AGREEMENT IMMEDIATELY
UPON WRITTEN NOTICE.
18.
THIS AGREEMENT SHALL GOVERNED BY THE LAWS