BASED
IN PRODUCTS LIABILITY, THEN PFIZER SHALL REIMBURSE MWI'S REASONABLE LEGAL FEES
INCURRED IN THE COURSE OF COOPERATING WITH PFIZER'S DEFENSE. TO BE COVERED BY
THIS DEFENSE AND INDEMNITY, MWI MUST: PROMPTLY NOTIFY PFIZER OF ANY SUCH CLAIM;
ALLOW PFIZER TO FULLY CONTROL THE DEFENSE AND/OR RESOLUTION OF THE CLAIM; AND
COOPERATE FULLY WITH PFIZER IN THE MATTER. THIS DEFENSE, INDEMNITY AND PAYMENT
FOR LEGAL FEES SHALL NOT APPLY TO CLAIMS ALLEGING: MWI ALTERATION, NEGLIGENT
HANDLING OR IMPROPER STORAGE OF THE PRODUCTS; SALE OF OUTDATED PRODUCTS; SALE OR
RECOMMENDATION OF THE PRODUCTS FOR USES OR IN A MANNER NOT SET FORTH IN EITHER
THE LABELING SUPPLIED BY PFIZER OR AS OTHERWISE SPECIFIED BY PFIZER IN WRITING;
OR SALE OF THE PRODUCTS AFTER RECEIPT OF WRITTEN NOTICE FROM PFIZER THAT SUCH
SALES SHOULD BE HALTED;
(E)
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL,
COLLATERAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING
OUT OF THE PURCHASE, RESALE, OR USE OF THE PRODUCTS. EXCEPT AS PROVIDED UNDER
SUBPARAGRAPH 7(D), ABOVE, TOTAL DAMAGES RECOVERABLE AGAINST PFIZER BY MWI SHALL
BE EXCLUSIVELY LIMITED TO THE PURCHASE PRICE OF THE PRODUCTS WITH RESPECT TO
WHICH DAMAGES ARE CLAIMED;
(F)
FAILURE OF PFIZER TO MAKE OR OF MWI TO TAKE, WHEN DUE, ANY
DELIVERY (OR PORTION THEREOF) PURSUANT TO AN ORDER HEREUNDER, IF OCCASIONED BY
ANY CIRCUMSTANCE OR CONDITION BEYOND THE CONTROL OF THE PARTY SO FAILING, SHALL
NOT SUBJECT THE FAILING PARTY TO ANY LIABILITY TO THE OTHER AND, AT THE OPTION
OF EITHER PARTY, THAT ORDER OR PORTION THEREOF NOT DELIVERED MAY BE CANCELED;
(G)
ACCEPTANCE OF MWI'S ORDER BY PFIZER IS EXPRESSLY MADE CONDITIONAL
UPON THE MWI'S ACCEPTANCE OF THE CONDITIONS OF SALE AS SET FORTH HEREIN, AND THE
PRICES, TERMS AND CONDITIONS OF THE PRICE LIST THEN IN EFFECT, NOTWITHSTANDING
ACKNOWLEDGMENT OR RECEIPT OF MWI'S PURCHASE ORDER CONTAINING ADDITIONAL OR
DIFFERENT PROVISIONS, OR CONFLICTING ORAL REPRESENTATIONS BY ANY AGENT OF
PFIZER.
(H)
ALL ORDERS TO MWI WILL RECEIVE FREE SHIPPING REGARDLESS OF ORDER
SIZE.
(I)
PAYMENT DUE DATE: /**/. PAYMENT DISCOUNT: /**/.
8.
THIS AGREEMENT SHALL NOT BE BINDING UPON PFIZER UNTIL IT IS
APPROVED BY PFIZER AT ITS NEW YORK, NEW YORK HEADQUARTERS.
9.
THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE DATE FIRST WRITTEN
ABOVE AND SHALL CONTINUE IN FORCE (HEREINAFTER, THE "CONTRACT TERM") UNTIL
AUGUST 31, 2009. EITHER PARTY MAY TERMINATE THIS AGREEMENT PRIOR TO THE
EXPIRATION DATE OF THE CONTRACT TERM (I) WITH OR WITHOUT CAUSE, UPON THIRTY (30)
DAYS WRITTEN NOTICE TO THE OTHER PARTY, OR (II) IMMEDIATELY UPON WRITTEN NOTICE,
IN THE EVENT OF A MATERIAL BREACH BY THE OTHER PARTY. NOTWITHSTANDING THE ABOVE,
PFIZER MAY TERMINATE THIS AGREEMENT AT ANY TIME ON 15 DAYS WRITTEN NOTICE TO MWI
IN THE EVENT THAT PFIZER DETERMINES, IN ITS SOLE DISCRETION, THAT MWI HAS FAILED
TO COMPLY WITH ONE OR MORE OF THE TERMS AND CONDITIONS SET FORTH IN PARAGRAPH 3
ABOVE. IN ADDITION, AT ITS ELECTION, PFIZER MAY TERMINATE