EACH SALE OF
PRODUCT, AND UNIT INVENTORIES ON EACH PFIZER PRODUCT SKU THAT MWI SELLS;
(D)
PROVIDE SALES OUT DATA, WHICH SHALL INCLUDE
LEADERS EDGE AND NON-LEADERS EDGE SALES, TO COVANSYS WITHIN TEN (10) WORKING
DAYS OF THE DATE OF EACH INVOICE. MWI WILL USE ITS BEST EFFORTS TO ENSURE SALES
OUT DATA INTEGRITY AND TIMELINESS;
(E)
SUBMIT ALL ORDERS TO PFIZER VIA EDI. EDI
REPORT 867 IS THE ACCEPTABLE FORMAT;
(F)
ESTABLISH ANY SERVICE FEE OR OTHER CHARGE
OR DISCOUNT TO ANY CUSTOMER INCLUDING PARTICIPATING CUSTOMERS FOR PFIZER
PRODUCTS INDEPENDENTLY AND AT ITS SOLE DISCRETION;
(G)
PROVIDE REGULARLY SCHEDULED DELIVERY SERVICE
TO ITS CUSTOMERS AND USE COMMERCIALLY REASONABLE EFFORTS TO ANTICIPATE ITS
CUSTOMERS' REQUIREMENTS FOR PFIZER PRODUCTS. IN THE EVENT PFIZER DELIVERS ANY
PRODUCT ORDER TO PARTICIPATING CUSTOMERS (DROP SHIP), NO CONSIDERATION SHALL BE
PAYABLE TO MWI FOR THAT ORDER UNDER PARAGRAPH 5 BELOW, PROVIDED THAT PFIZER WILL
PAY MWI FOR ANY DROP SHIP IF SUCH SHIPMENT IS MADE NECESSARY BY THE
UNAVAILABILITY OF PFIZER PRODUCTS;
(H)
MWI AGREES THAT CREDIT LIMITS ESTABLISHED BY
PFIZER SHALL BE SUBJECT TO CHANGE UPON WRITTEN NOTICE BY PFIZER IN ITS SOLE
DISCRETION AND THAT NO PRODUCT SHIPMENTS WILL BE MADE TO MWI IN EXCESS OF THE
ESTABLISHED CREDIT LIMITS;
(I)
INVOICE CUSTOMERS IN AN ACCURATE AND
TIMELY MANNER;
(J)
REFER TO THAT PARTICIPATING CUSTOMERS
SUGGESTED RESALE PRICE LIST ON EACH INVOICE FOR PFIZER PRODUCTS;
(K)
TAKE NO ACTION, WHETHER OR NOT IDENTIFIED
ABOVE, THAT WOULD HARM THE GOODWILL OR NAME OF PFIZER, OR DAMAGE 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. FOR PURPOSES OF THIS AGREEMENT "GOODWILL" SHALL MEAN THE
MARKETPLACE ADVANTAGE OF CUSTOMER PATRONAGE AND LOYALTY DEVELOPED WITH
CONTINUOUS BUSINESS UNDER THE SAME NAME OVER A PERIOD OF TIME; AND
(L)
MAKE PAYMENT TO PFIZER FOR ALL PRODUCTS
PURCHASED FROM PFIZER /**/. IN THE EVENT MWI FAILS TO MAINTAIN THE INVENTORY
LEVELS SPECIFIED IN PARAGRAPH 2(C) ABOVE PFIZER SHALL HAVE THE RIGHT, UPON /**/
WRITTEN NOTICE TO MWI, TO RECEIVE PAYMENT FROM MWI /**/.
5.
IN CONSIDERATION OF MWI UNDERTAKING THE
OBLIGATIONS SET FORTH HEREIN PFIZER SHALL MAKE PAYMENTS TO MWI IN ACCORDANCE
WITH SCHEDULE D HERETO.
6.
ALL SALES OF PRODUCTS TO PARTICIPATING
CUSTOMER OR STRATEGIC ACCOUNTS FOR WHOM A SUGGESTED RESALE PRICE LIST HAS BEEN
INCORPORATED INTO THIS AGREEMENT ARE COVERED BY THIS AGREEMENT WITH REGARD TO
COMPENSATION PAYABLE TO MWI HEREUNDER. ANY TRANSACTION INVOLVING PRODUCTS WITH
ANY CUSTOMER INCLUDING A PARTICIPATING CUSTOMER FOR WHICH MWI HAS NOT BEEN
SELECTED BY THAT PARTICIPATING CUSTOMER AS THE DISTRIBUTOR ARE NOT COVERED BY
THIS AGREEMENT WITH REGARD TO COMPENSATION PAYABLE HEREUNDER.
7.
(A)
MWI SHALL NOT BE PROVIDED WITH ANY REBATE, DISCOUNT OR OTHER COMPENSATION FOR
PRODUCTS HANDLED UNDER THIS AGREEMENT UNLESS SPECIFICALLY SET FORTH HEREIN. MWI
WILL NOT BE
3
ELIGIBLE TO COLLECT AN RSA ON ANY LATERAL SALES TO AN UNAUTHORIZED PFIZER
DISTRIBUTOR. (IT IS MWI'S