Exhibit 10.4
* * - 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 March 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