Exhibit 10.41
*** TEXT OMITTED AND SUBMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST
DISTRIBUTION AGREEMENT
This Distribution Agreement (this "Agreement") is made and entered into as of
December 9, 2016 (the "Effective Date"), by and between Jaguar Animal
Health, Inc. a Delaware corporation ("Vendor") and Butler Animal Health Supply,
LLC d/b/a/ Henry Schein Animal Health, a Delaware limited liability company
("Distributor").
RECITALS
WHEREAS, Vendor desires to appoint Distributor, and Distributor desires to be
appointed, to distribute Products of Vendor in the Territory pursuant to the
terms and conditions of this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
APPOINTMENT
Section 1.01
Appointment. Subject to the terms and conditions of this
Agreement, Vendor hereby appoints Distributor on an exclusive basis, and
Distributor hereby accepts such appointment, as Vendor's distributor with the
right to promote, market, distribute and sell the products specifically
identified on Exhibit A (the "Products") within the territory specifically
identified on Exhibit B (the "Territory") during the term of this Agreement.
Section 1.02
Term. This Agreement shall take effect as of the Effective Date
and, subject to the provisions of Section 6.01, shall continue in force for an
initial period of one (1) year (the "Initial Term"). Thereafter, unless either
party notifies the other of its intent not to renew the Term of this Agreement
at least 30 days prior to the end of the then current Term, the Term shall be
automatically renewed upon expiration for successive renewal Terms of one
(1) year (each a "Renewal Term" and collectively with the Initial Term, the
"Term").
ARTICLE II
DISTRIBUTION
Section 2.01
Duties of Distributor. Distributor shall use commercially
reasonable efforts to promote, market, distribute and sell the Products to
customers in the Territory.
Section 2.02
Promotional Materials. Subject to the terms of this Agreement,
Distributor shall use sales and technical literature as well as promotional
artwork and training materials provided by Vendor. Distributor may alter such
materials or develop any other materials in connection with the marketing and
distribution of Products (including but not limited to product brochures and
sales aids), subject to Vendor's review and prior written approval.
Section 2.03 Vendor Service Level Commitment. Vendor shall exercise all
reasonable efforts to provide Distributor with an aggregate average monthly
service level of at least ninety-five percent (95%), calculated quarterly as
follows: the service level will be calculated on a monthly basis by dividing the
total lines products shipped to Distributor by the total lines of products
ordered by Distributor. If the aggregate average monthly adjusted service level
falls below ninety-five percent (95%) for two (2) consecutive months, Vendor
shall, as Distributor's sole and exclusive remedy, pay Distributor (in the form
of a credit memo) an amount equal to 1% multiplied by Distributor's total
product purchases during
the second month of such two (2)-month period, and every month thereafter until
service levels return to ninety-five percent (95%). Distributor shall provide
Vendor a two