Exhibit 10.1
* * - 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.
2010 LIVESTOCK PRODUCTS DISTRIBUTION AGREEMENT
This Livestock Products Agreement ("Agreement") effective as of January 1, 2010
("Effective Date") is made by and between Pfizer Inc., 235 East 42nd Street, New
York, NY 10017 ("Pfizer") and MWI Veterinary Supply Company, 651 South Stratford
Drive, Suite 100, Meridian, Idaho 83642 ("MWI").
WHEREAS, MWI is in the business of buying and selling animal health products and
servicing customers for those products, and
WHEREAS, MWI and Pfizer wish to set forth the terms of their relationship
related to the purchase and supply of such products,
NOW, THEREFORE, in consideration of the promises and covenants contained herein,
the parties hereby agree as follows:
Definitions:
"PARTICIPATING CUSTOMERS" shall mean customers from the list of customers
approved by Pfizer who have entered into a Leaders Edge Agreement with Pfizer.
"Products" shall mean the Pfizer cattle and swine products sold to MWI by Pfizer
pursuant to this Agreement (and referenced in Schedule A to this Agreement).
"Sales Out" shall mean the reported sales by MWI to Covansys and accepted by
Pfizer.
"Strategic Accounts" shall mean all those PARTICIPATING CUSTOMERS listed in
Schedule B hereto.
1.
(A)
PFIZER SHALL CONTINUE TO PROMOTE ITS PRODUCTS TO CERTAIN SELECT CUSTOMERS IN THE
LIVESTOCK FIELD. THE PARTIES AGREE THAT EACH TIME A PARTICIPATING CUSTOMER
SELECTS MWI AS THEIR SUPPLIER AND TO SERVICE THAT CUSTOMER'S ACCOUNT, PFIZER
SHALL SEND TO MWI A PFIZER SUGGESTED RESALE PRICE LIST WHICH SHALL SPECIFY THE
PFIZER PRODUCTS AND THE PFIZER SUGGESTED RESALE PRICES QUOTED TO SUCH
PARTICIPATING CUSTOMER (HEREAFTER "SUGGESTED RESALE PRICE LIST"). EACH SUCH
SUGGESTED RESALE PRICE LIST SHALL BE INCORPORATED INTO AND BECOME PART OF THIS
AGREEMENT. PLEASE FIND THE CURRENT SUGGESTED RESALE PRICE LIST LISTED ON
SCHEDULE C HERETO. ALSO INCLUDED ON SCHEDULE C IS THE CURRENT PFIZER LIVESTOCK
DISTRIBUTOR PRICING. THE PRODUCTS AND SUGGESTED RESALE PRICES ARE SUBJECT TO
CHANGE AT ANY TIME IN PFIZER'S SOLE DISCRETION UPON THIRTY (30) DAYS PRIOR
WRITTEN NOTICE.
(B)
PFIZER RESERVES THE RIGHT TO ADD OR DELETE
PARTICIPATING CUSTOMERS OR STRATEGIC ACCOUNTS AT ANY TIME AT PFIZER'S SOLE
DISCRETION. PFIZER WILL PROVIDE WRITTEN NOTICE TO MWI OF ANY CHANGES. PFIZER
WILL NOTIFY MWI OF ANY (I) ADDITIONS TO THE STRATEGIC ACCOUNTS LIST WITHIN
TWENTY-FOUR (24) HOURS OF PFIZER'S RECEIPT OF THE CUSTOMER CONTRACT AND
(II) REMOVALS FROM THE STRATEGIC ACCOUNTS LIST WITHIN FOUR (4) BUSINESS DAYS
PRIOR TO THE REMOVAL EFFECTIVE DATE.
1
2.
(A)
MWI REPRESENTS AND WARRANTS THAT FOR THE PURPOSES OF THIS AGREEMENT, IT IS IN
THE BUSINESS OF PURCHASING PRODUCTS FROM PFIZER FOR THE SOLE PURPOSE OF RESALE
AND DISTRIBUTION, IS REGISTERED WITHIN THE STATE(S) WITH WHICH IT DOES BUSINESS,
IS COMPLIANT WITH ALL PHARMACY AND DISTRIBUTION LICENSING REQUIREMENTS WITHIN
THE STATE(S) WITH WHICH IT DOES BUSINESS, AND IS COMPLIANT WITH AND CAPABLE OF
PARTICIPATING IN ELECTRONIC DATA INTERCHANGE (EDI).
(B)
MWI