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
Print Name:
Jim Cleary
Clinton A. Lewis
Title:
President
President
U.S. Operations, PFIZER Animal Health
Date:
9/28/09
Date:
10/17/09
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 VANGUARD PLUS CPV
10
5
5303
1 DS VANGUARD PLUS 5
1
25
5305
1 DS VANGUARD PLUS 5/CV
1
25
5181
1 DS VANGUARD L 4
1
25
5180
1 DS VANGUARD PLUS 5 L4
1
25
5179
1 DS VANGUARD PLUS 5 L4-CV
1
25
5250
1 DS