THIS AGREEMENT, UPON
THIRTY (30) DAYS WRITTEN NOTICE TO MWI, IN THE EVENT THAT MWI FAILS TO MEET THE
LEVEL OF SALES IDENTIFIED IN CHART B OF EXHIBIT D FOR TWO CONSECUTIVE MONTHS.
10.
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.
11.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS TO BE FULLY PERFORMED THEREIN. THIS AGREEMENT IS
NOT ASSIGNABLE WITHOUT THE EXPRESS WRITTEN CONSENT OF PFIZER, AND MAY BE
MODIFIED OR AMENDED ONLY IN WRITING SIGNED BY THE PARTY TO BE BOUND.
12.
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 CO.
PFIZER INC.
BY:
/s/ Jim Cleary
BY:
/s/ Clinton A. Lewis, Jr.
Print Name:
Jim Cleary
Clinton A. Lewis, Jr.
Title:
President
President
U.S. Operations, PFIZER Animal Health
Date:
March 13, 2009
Date:
3/24/09
EXHIBIT A
Products
Biologicals
Product No.
Product Name
Rx
Pack
Size
Saleable
Unit
Canine
3543
10 DS BRONCHICINE CAe
10
5
3551
1 DS BRONCHICINE CAe (50 x 1ds)
1
50
4275
1 DS VANGUARD-B
1
25
4945
1 DS VANGUARD DAP
1
25
4952
1 DS VANGUARD DAMP
1
25
4928
1 DS VANGUARD CV
1
50
5300
1 DS VANGUARD PLUS CPV
1
50
5301
10 DS