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
