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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 achie
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