RIMADYL/CLAVAMOX DISTRIBUTION AGREEMENT

Exhibit 10.2

[*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission.

RIMADYL/CLAVAMOX DISTRIBUTION AGREEMENT

This Agreement dated and effective as of March 15, 2007 is made by and between Pfizer Inc, 235 East 42 nd  Street, New York, NY 10017 (hereinafter, “PFIZER”) and MWI Veterinary Supply Co., 651 South Strafford Drive, Suite 100, Meridian, ID 83642 (hereinafter, “MWI”).

Definitions:

“Contract Year 1”: March 15, 2007 to December 31, 2007

“Contract Year 2”: January 1, 2008 to December 31, 2008

“Products”: Rimadyl and Clavamox

1.               PFIZER hereby appoints MWI, and MWI hereby accepts appointment, as a contract distributor for PFIZER’s Products, to purchase from PFIZER and to resell for MWI’s own account as a distributor, subject to the following terms and conditions.

2.                MWI recognizes and agrees to the following:

(a)       PFIZER has elected to work with a select group of distributors that are committed to maximizing the sale of the Products and to working closely with PFIZER to identify market opportunities for both companies. The intent of this Agreement is to attain that goal;

(b)       PFIZER intends to utilize this group of distributors to sell the Products to veterinarians who have and maintain a veterinary/client/patient relationship and who prescribe products for dogs or cats within that relationship, and that PFIZER has, and may in the future, run promotions and other activities that would be seriously prejudiced if MWI resells the Products to non-veterinarians, other distributors, internet pharmacies, human pharmacies or non-employee agents or through brokers.

3.                Accordingly, MWI shall:

(a)      use its reasonable best efforts to sell the Products by focusing its efforts at reselling to veterinarians only. During the term of this Agreement MWI will not sell any other product or formulation containing Carprofen or amoxicillin/clavulanic acid other than those Products purchased by MWI from PFIZER including but not limited to any capsule, tablet, chewable tablet, drops or injectible Carprofen or amoxicillin/clavulanic acid product. In the event that this Agreement is terminated for any reason prior to December 31, 2008, MWI agrees not to sell any other product or formulation containing Carprofen or amoxicillin/clavulanic acid until after that date;

(b)       maintain a full-time outside and inside sales force that will personally and actively solicit sales of the Products and to pay such sales representatives reasonable commission;

(c)       store and handle its inventory of products under conditions that will ensure that the Product retains its potency, purity, quality, and identity;

(d)       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;

(e)       allow PFIZER’s representatives to attend and actively participate in meetings of MWI’s sales representatives;

(f)      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. MWI will make payment to PFIZER for all Product shipped [*];

(g)       take no action, whether or not identified above, that would harm the goodwill of the Products;

(h)       MWI shall immediately notify PFIZER in the event MWI obtains information indicating that 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 and MWI agrees to maintain adequate records to conduct such recall, including the name, address and Product purchases of all purchasers of PFIZER Products;

(i)       MWI shall not, under any circumstances, be liable for special, collateral, incidental or consequential damages, and PFIZER’s sole remedy for any such damages shall be in accordance with Paragraph 7(e).

4.                                         PFIZER shall:

(a)      sell the Products to MWI at the prices in effect in the then current published PFIZER Animal Health Ethical Distribution Price Memo (hereinafter, “Price List”). PFIZER also shall permit MWI to participate in the distributor incentive programs offered by PFIZER, in accordance with the terms of such programs. PFIZER shall have the unrestricted right to revise the prices, terms and conditions of the Price List, and to add or delete Products or package sizes, without advance notice to MWI, and the revisions shall be effective on all orders submitted after the effective date of the price revisions. In all cases of orders received for other than immediate shipment, the price for the Products shall be that in effect at the time of shipment;

(b)       retain sole responsibility for the advertising and promotion of the Products and collaborate with MWI in the development of activities appropriate for ethical distribution regarding the Products;

(c)       compensate MWI in accordance with Exhibits A and B attached hereto. PFIZER shall have the right to audit MWI sales data to confirm appropriate payment in accordance with Exhibits A and B;

(d)       allow MWI credit on prepaid returns in accordance with PFIZER’s Outdated Products Policy which is in effect at the time;

(e)       if MWI has more than one location then MWI must combine purchases of all locations to determine attainment level for incentives. In the event that MWI acquires or combines with

2

another PFIZER agreement holder, the purchase objectives will be adjusted accordingly for the purpose of determining incentives earned;

(f)      Direct purchase from PFIZER will be used to determine the level of purchases achieved. An