Exhibit 10.2
* * – 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.
COMPANION ANIMAL AAHA MARKETLINK
MANAGEMENT AGREEMENT
This Agreement dated and effective
as of March 1, 2009 is made by and between PFIZER Inc.,
235 East 42nd Street, New York, New York 10017 (hereinafter,
“PFIZER”) and MWI Veterinary Supply Co.,
651 S. Stratford Drive, Ste 100, Meridian, ID 83642
(“MWI”).
1.
PFIZER hereby agrees to supply MWI
as a designated product supplier for the PFIZER companion animal
Products set forth on Exhibit A (the “Products”),
to purchase from PFIZER and to resell to certain selected
Veterinary Hospitals serviced by MWI who are members of the
AAHA/MarketLink arrangement and listed in Exhibit E hereto,
subject to the following terms and conditions.
2.
MWI recognizes and agrees to the
following:
(a)
PFIZER has elected to work with MWI
as a designated supplier to MWI serviced hospitals at the request
of MWI. MWI agrees to work closely with PFIZER to coordinate
logistics for the supply of Products to such hospitals;
(b)
PFIZER intends to sell to MWI as the
logistics supplier for the hospitals. MWI understands and agrees
that PFIZER has, and may in the future, run promotions and other
activities that would be seriously prejudiced if MWI resells the
Products to distributors or veterinarians who will resell the
Products as a distributor. Incentive payments under Exhibit D
hereto will only be paid by PFIZER to MWI for Sales to the
hospitals listed on Exhibit B below or such customers who are
added to Exhibit B by mutual agreement of PFIZER and
MWI.
3.
MWI agrees to:
(a)
use its reasonable best efforts to
sell the Products by focusing its primary effort at reselling to
veterinary hospitals associated with MWI and to pet owner
pharmaceutical customers of MWI serviced hospitals;
(b)
store and handle its inventory of
Products under conditions that will ensure that such Products
retain their potency, purity, quality, and identity;
(c)
accept shipments from PFIZER of
Product at MWI 12 warehouse locations and provide all appropriate
shipment and delivery options to the accounts serviced by MWI under
this Agreement;
(d)
not sell the Products to
distributors, manufacturers or to veterinarians who will resell any
PFIZER Companion Animal Products outside an established
veterinary/client/patient relationship, nor shall MWI sell the
Products through brokers or non-employee agents;
(e)
set its resale prices for the
Products independently and at its sole discretion;
(f)
provide PFIZER a projected monthly
purchase schedule by the end of the second
week of each month;
(g)
cooperate fully with PFIZER by
actively participating in such strategy sessions as PFIZER
reasonably may require, for the purpose of developing programs to
increase use of the Products; and to cooperate fully with PFIZER in
implementing all promotions and Sales campaigns for the
Products;
(h)
distribute the Products only under
the labeling provided by PFIZER; prescribe, recommend, suggest, and
advertise each Product for use only under the conditions stated in
the labeling provided by PFIZER; and observe all federal, state,
and local laws governing the distribution of animal drugs. In the
case of Products bearing the legend, “CAUTION: FEDERAL LAW
RESTRICTS THIS DRUG TO USE BY OR ON THE ORDER OF A LICENSED
VETERINARIAN,” or any similar legend, sell such Products only
to or on the order of a licensed veterinarian for use in the course
of his or her professional practice or to another person or entity
regularly and lawfully engaged in the use, distribution or
dispensing of such legend drugs;
(i)
MWI agrees that credit limits
established by PFIZER shall be subject to change by PFIZER in its
sole discretion and that no shipments will be made to MWI in excess
of the established credit limits;
(j)
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;
(k)
MWI shall immediately notify PFIZER
in the event MWI obtains information indicating that any of the
Products may have to be recalled either by virtue of applicable law
or regulation or good business judgment. PFIZER shall control all
efforts necessary to conduct any such recall. MWI shall cooperate
with PFIZER, at PFIZER’s expense, and MWI agrees to maintain
adequate records to conduct such recall, including the name,
address and Product purchases of all purchasers of PFIZER
Products;
(l)
Make payment to PFIZER for all
product purchased from PFIZER /**/;
(m)
Provide to PFIZER by the close of
business on the last business day of each PFIZER Accounting Period
(as set forth in Exhibit F hereto) an inventory report
covering all inventory purchased from PFIZER.
(n)
Provide PFIZER with a monthly
accounting of Sales via EDI for purposes of allowing PFIZER proper
credit to its sale professionals and provide to Covansys by the
close of business on the last day of each PFIZER Accounting Period
an inventory report covering all Product inventory purchased from
PFIZER and setting forth in dollars at MWI’s acquisition cost
from PFIZER the amount of inventory by Product. MWI agrees that
PFIZER shall have the right, upon reasonable advance notice and
during business hours to audit inventory in the possession of MWI
to confirm compliance with this paragraph 4(n) and to confirm
the accuracy of the data contained in the report.
(o)
Provide to Covansys its Health
Industry Number, Customer Health Industry Number, PFIZER Product
number, transaction date, ship to zip code, number of units and
price with respect to each sale of Product, and unit inventories on
each PFIZER Product sku that MWI sells.
(p)
MWI will also provide to PFIZER the
information, services and opportunities set forth in Exhibit B
hereto. MWI represents and warrants to PFIZER that it will only
provide data
