Exhibit 10.7
* * - 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.
COMPANION ANIMAL AAHA MARKETLINK MANAGEMENT AGREEMENT
This Agreement dated and effective as of September 1, 2009 is made by and
between PFIZER Inc., 235 East 42nd Street, New York, New York 10017
(hereinafter, "PFIZER") and MWI Veterinary Supply Co., 651 S. Stratford Drive,
Ste 100, Meridian, ID 83642 ("MWI").
1.
PFIZER HEREBY AGREES TO SUPPLY MWI AS A
DESIGNATED PRODUCT SUPPLIER FOR THE PFIZER COMPANION ANIMAL PRODUCTS SET FORTH
ON EXHIBIT A (THE "PRODUCTS"), TO PURCHASE FROM PFIZER AND TO RESELL TO CERTAIN
SELECTED VETERINARY HOSPITALS SERVICED BY MWI WHO ARE MEMBERS OF THE
AAHA/MARKETLINK ARRANGEMENT AND LISTED IN EXHIBIT E HERETO, SUBJECT TO THE
FOLLOWING TERMS AND CONDITIONS.
2.
MWI RECOGNIZES AND AGREES TO THE
FOLLOWING:
(A)
PFIZER HAS ELECTED TO WORK WITH MWI AS A
DESIGNATED SUPPLIER TO MWI SERVICED HOSPITALS AT THE REQUEST OF MWI. MWI AGREES
TO WORK CLOSELY WITH PFIZER TO COORDINATE LOGISTICS FOR THE SUPPLY OF PRODUCTS
TO SUCH HOSPITALS;
(B)
PFIZER INTENDS TO SELL TO MWI AS THE
LOGISTICS SUPPLIER FOR THE HOSPITALS. MWI UNDERSTANDS AND AGREES THAT PFIZER
HAS, AND MAY IN THE FUTURE, RUN PROMOTIONS AND OTHER ACTIVITIES THAT WOULD BE
SERIOUSLY PREJUDICED IF MWI RESELLS THE PRODUCTS TO DISTRIBUTORS OR
VETERINARIANS WHO WILL RESELL THE PRODUCTS AS A DISTRIBUTOR. INCENTIVE PAYMENTS
UNDER EXHIBIT D HERETO WILL ONLY BE PAID BY PFIZER TO MWI FOR SALES TO THE
HOSPITALS LISTED ON EXHIBIT B BELOW OR SUCH CUSTOMERS WHO ARE ADDED TO EXHIBIT B
BY MUTUAL AGREEMENT OF PFIZER AND MWI.
3.
MWI AGREES TO:
(A)
USE ITS REASONABLE BEST EFFORTS TO SELL THE
PRODUCTS BY FOCUSING ITS PRIMARY EFFORT AT RESELLING TO VETERINARY HOSPITALS
ASSOCIATED WITH MWI AND TO PET OWNER PHARMACEUTICAL CUSTOMERS OF MWI SERVICED
HOSPITALS;
(B)
STORE AND HANDLE ITS INVENTORY OF PRODUCTS
UNDER CONDITIONS THAT WILL ENSURE THAT SUCH PRODUCTS RETAIN THEIR POTENCY,
PURITY, QUALITY, AND IDENTITY;
(C)
ACCEPT SHIPMENTS FROM PFIZER OF PRODUCT AT
MWI 12 WAREHOUSE LOCATIONS AND PROVIDE ALL APPROPRIATE SHIPMENT AND DELIVERY
OPTIONS TO THE ACCOUNTS SERVICED BY MWI UNDER THIS AGREEMENT;
(D)
NOT SELL THE PRODUCTS TO DISTRIBUTORS,
MANUFACTURERS OR TO VETERINARIANS WHO WILL RESELL ANY PFIZER COMPANION ANIMAL
PRODUCTS OUTSIDE AN ESTABLISHED VETERINARY/CLIENT/PATIENT RELATIONSHIP, NOR
SHALL MWI SELL THE PRODUCTS THROUGH BROKERS OR NON-EMPLOYEE AGENTS;
(E)
SET ITS RESALE PRICES FOR THE PRODUCTS
INDEPENDENTLY AND AT ITS SOLE DISCRETION;
(F)
PROVIDE PFIZER A PROJECTED MONTHLY
PURCHASE SCHEDULE BY THE END OF THE SECOND WEEK OF EACH MONTH;
(G)
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 PRODUCTS; AND TO
COOPERATE FULLY WITH PFIZER IN IMPLEMENTING ALL PROMOTIONS AND SALES CAMPAIGNS
FOR THE PRODUCTS;
(H)
DISTRIBUTE THE PRODUCTS ONLY UNDER THE
LABELING PROVIDED BY PFIZER; PRESCRIBE, RECOMMEND, SUGGEST, AND ADVERTISE EACH
PRODUCT FOR