Exhibit 10.5
* * - CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
2009 STRATEGIC BRANDS DISTRIBUTION AGREEMENT
This Agreement dated and effective as of January 1, 2009 is made by and between
Pfizer Inc, 235 East 42nd Street, New York, NY 10017 (hereinafter, "PFIZER") and
MWI Veterinary Supply, 651 South Stratford Drive, Suite 100, Meridian, Idaho
83642 (hereinafter, "MWI").
Definitions:
"Products": Rimadyl, Clavamox, and Simplicef
1.
PFIZER HEREBY APPOINTS MWI, AND MWI
HEREBY ACCEPTS APPOINTMENT, AS A CONTRACT DISTRIBUTOR FOR PFIZER'S PRODUCTS, TO
PURCHASE FROM PFIZER AND TO RESELL FOR MWI'S OWN ACCOUNT AS A DISTRIBUTOR,
SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS.
2.
MWI RECOGNIZES AND AGREES TO THE
FOLLOWING:
(A)
PFIZER HAS ELECTED TO WORK WITH A SELECT
GROUP OF DISTRIBUTORS THAT ARE COMMITTED TO MAXIMIZING THE SALE OF THE PRODUCTS
AND TO WORKING CLOSELY WITH PFIZER TO IDENTIFY MARKET OPPORTUNITIES FOR BOTH
COMPANIES. THE INTENT OF THIS AGREEMENT IS TO ATTAIN THAT GOAL;
(B)
PFIZER INTENDS TO UTILIZE THIS GROUP OF
DISTRIBUTORS TO SELL THE PRODUCTS TO VETERINARIANS WHO HAVE AND MAINTAIN A
VETERINARY/CLIENT/PATIENT RELATIONSHIP AND WHO PRESCRIBE PRODUCTS FOR DOGS OR
CATS WITHIN THAT RELATIONSHIP, AND THAT PFIZER HAS, AND MAY IN THE FUTURE, RUN
PROMOTIONS AND OTHER ACTIVITIES THAT WOULD BE SERIOUSLY PREJUDICED IF MWI
RESELLS THE PRODUCTS TO NON-VETERINARIANS, OTHER DISTRIBUTORS, INTERNET
PHARMACIES, HUMAN PHARMACIES OR NON-EMPLOYEE AGENTS OR THROUGH BROKERS.
3.
ACCORDINGLY, MW SHALL:
(A)
USE ITS REASONABLE BEST EFFORTS TO SELL THE
PRODUCTS BY FOCUSING ITS EFFORTS AT RESELLING TO VETERINARIANS ONLY. DURING THE
TERM OF THIS AGREEMENT MWI WILL NOT SELL ANY OTHER PRODUCT OR FORMULATION
CONTAINING CARPROFEN, AMOXICILLIN/CLAVULANIC ACID, OR CEFPODOXIME PROXETIL OTHER
THAN THOSE PRODUCTS PURCHASED BY MWI FROM PFIZER INCLUDING BUT NOT LIMITED TO
ANY CAPSULE, TABLET, CHEWABLE TABLET, DROPS OR INJECTIBLE CARPROFEN,
AMOXICILLIN/CLAVULANIC ACID, OR CEFPODOXIME PROXETIL PRODUCT. IN THE EVENT THAT
THIS AGREEMENT IS TERMINATED FOR ANY REASON BY MWI PRIOR TO DECEMBER 31, 2010,
MWI AGREES NOT TO SELL ANY OTHER PRODUCT OR FORMULATION CONTAINING CARPROFEN,
AMOXICILLIN/CLAVULANIC ACID, OR CEFPODOXIME PROXETIL UNTIL AFTER DECEMBER 31,
2010. IN THE EVENT THAT THIS AGREEMENT IS TERMINATED FOR ANY REASON BY PFIZER
PRIOR TO DECEMBER 31, 2010, MWI MAY SELL ANY OTHER PRODUCT OR FORMULATION
CONTAINING CARPROFEN, AMOXICILLIN/CLAVULANIC ACID, OR CEFPODOXIME PROXETIL AFTER
SUCH TERMINATION. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT
FORECLOSES MWI FROM SELLING ANY CEFPODOXIME PROXETIL PRODUCT THAT MWI WAS
SELLING ON THE EFFECTIVE DATE OF THIS AGREEMENT;
(B)
MAINTAIN A FULL-TIME OUTSIDE AND INSIDE
SALES FORCE THAT WILL PERSONALLY AND ACTIVELY SOLICIT SALES OF THE PRODUCTS AND
TO PAY SUCH SALES REPRESENTATIVES REASONABLE COMMISSION;
(C)
STORE AND HANDLE ITS INVENTORY OF PRODUCTS
UNDER CONDITIONS THAT WILL ENSURE THAT THE PRODUCT RETAINS ITS POTENCY, PURITY,
QUALITY, AND IDENTITY;
(D)
COOPERATE FULLY WITH PFIZER BY ACTIVELY
PARTICIPATING IN SUCH STRATEGY SESSIONS AS PFIZER REASONABLY MAY REQUIRE, FOR
THE PURPOSE OF DEVELOPING PROGRAMS TO INCREASE USE OF THE