2007-2008 Merial Limited Independent Sales Agent Agreement

96 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.





FIRST AMENDMENT TO

2007-2008 MERIAL LIMITED INDEPENDENT SALES AGENT AGREEMENT



This First Amendment to 2007-2008 Merial Limited Independent Sales Agent Agreement ("Amendment"), effective as of the 1st day of January, 2008, by and between Merial Limited, a company limited by shares registered in England and Wales (registered number 3332751) with a registered office at PO Box 327, Sandringham House, Sandringham Avenue, Harlow Business Park, Harlow, Essex CM19 5QA, England, and domesticated in Delaware, USA, as Merial LLC, with a place of business at 3239 Satellite Blvd., Duluth, GA 30096-4640, USA ("MERIAL"), and MWI Veterinary Supply, Inc., with a place of business at 651 South Stratford Drive, Meridian, ID 83642 ("Independent Sales Agent").





WHEREAS, MERIAL and Independent Sales Agent entered into the 2007-2008 MERIAL Limited Independent Sales Agent Agreement, dated January 1, 2007 (the "Agreement");





WHEREAS, the parties wish to amend the Agreement;



NOW, THEREFORE, the parties to the Agreement do hereby agree to amend the Agreement as follows:





1. Schedules . Schedules A, B and D to the Agreement shall be deleted and replaced in their entirety by Schedules A, B and D for 2008-2009, attached hereto.



2. Section 2.1(a) . Section 2.1(a) of the Agreement is hereby amended by deleting everything after the second sentence thereof.



3. Section 2.2(a) . Section 2.2(a) of the Agreement is hereby amended by deleting the second sentence thereof in its entirety and replacing it with the following:



"MERIAL shall pay commissions on the Net Sales of orders for Other Products from new and established AMAs within the Territory, which are transmitted to MERIAL via EDI, according to the schedule and terms outlined in Schedule B."



4. Section 2.2(b) . Section 2.2(b) of the Agreement is hereby amended by deleting the second sentence thereof in its entirety and replacing it with the following:



"MERIAL shall pay commissions on the Net Sales of orders for Other Products from NHOs within the Territory, which are transmitted to MERIAL via EDI, according to the schedule and terms outlined in Schedule B.



5. Section 3.1 . The term of the Agreement shall be extended by deleting "31 December 2008" and replacing it with "31 December 2009."



1






6. Section 7.1(c) . Section 7.1(c) of the Agreement is hereby amended by deleting the first sentence thereof in its entirety and replacing it with the following:



"Pay Independent Sales Agent, as full and total compensation for all services rendered under this Agreement, certain commissions for the sales of Products and Other Products as outlined in Schedule B."



7. Deletion . The term "transaction fees" shall be deleted wherever it appears in the Agreement.



8. Section 14.6 . Section 14.6 of the Agreement is hereby amended by adding the following to the end thereof:



"The terms of this Agreement shall remain strictly confidential. The parties to this Agreement shall not disclose any of the terms of this Agreement, whether generally or specifically, to any third party, except as may be required by a party92s accountants or insurers, or by order of a court of competent jurisdiction. To the extent that either party is obligated to file this Agreement with the Securities and Exchange Commission ("SEC") party shall seek confidential treatment of the trade secret, commercial and/or financial information contained herein; the filing party shall seek the input and approval of the non-filing party in determining what portions of this Agreement must be identified for such confidential treatment."



9. No Other Amendment .



Except as amended, modified or supplemented by this Amendment, the Agreement is confirmed and remains in full force and effect.



10. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed an original and all of which shall constitute one and the same agreement.



[Signatures on following page(s)]



2






IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to the Agreement.







MERIAL LIMITED MWI Veterinary Supply, Inc.


By: /s/ Thomas Zerzan By: /s/ Jim Cleary
Name: Thomas Zerzan Name: Jim Cleary
Title: Head of Merial U.S. Title: President and CEO





3






Schedule A



2008 MERIAL Independent Sales Agent Agreement - - Companion Animal Products





Flea and Tick Control Products



FRONTLINE ae Plus for Dogs and Puppies 6 and 3 dose (up to 22 lbs., 23-44 lbs., 45-88 lbs., 89-132 lbs.)

FRONTLINE ae Plus for Cats and Kittens 6 and 3 dose (All Weights)

FRONTLINE ae TOP SPOT ae for Dogs & Puppies 6 and 3 dose (up to 22 lbs., 23-44 lbs., 45-88 lbs., 89-132 lbs.)

FRONTLINE ae TOP SPOT ae for Cats and Kittens 6 and 3 dose (All Weights)

FRONTLINE ae Spray 250 mL and 500 mL (All Weights)



Heartworm Preventives



HEARTGARD ae Plus Chewables 12 and 6 doses/pack (68 mcg, 136 mcg, 272 mcg)

HEARTGARD ae Chewables 6 doses/pack (68 mcg, 136 mcg, 272 mcg)

HEARTGARD ae Tablets 6 doses/pack (68 mcg, 136 mcg, 272 mcg)

HEARTGARD ae Chewables For Cats 6 doses/pack (55 mcg, 165 mcg)



Pet Vaccines



PUREVAX ae Feline Respiratory 2 (RC) (25 x 1 doses)

PUREVAX ae Feline Respiratory 3 (RCC) (25 x 1 doses)

PURE VAX ae Feline 3 (25X1 doses)

PURE VAX ae Feline 3 /Rabies (25X1 doses)

PUREVAX ae Feline 4 (25X1 doses)

PURE VAX ae Feline 4 /Rabies (25X1 doses)

PUREVAX ae Recombinant Feline Leukemia PUREVAXae Ferret (rDistemper) (10X1 ds)



Canine Vaccines



RECOMBITEK ae Lyme ( ...