INDENTURE Dated as of April 23, 2010 among PATHEON INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, U.S. BANK NATIONAL ASSOCIATION, as Trustee and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Notes Collateral Agent 8.625% SENIOR SECURED NOTES DUE...Indenture • February 25th, 2011 • Patheon Inc • New York
INDENTURE, dated as of April 23, 2010, among Patheon Inc., a corporation existing under the Canada Business Corporations Act (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto, U.S. Bank National Association, a national banking association, as Trustee, and Deutsche Bank Trust Company Americas, a New York banking corporation, as Notes Collateral Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2011 • Patheon Inc • New York
THIS AGREEMENT is made as of the 3rd day of December, 2007 between Patheon Pharmaceutical Services Inc. (the “Corporation”) and Wesley P. Wheeler, an Executive residing in the City of Corona del Mar in the State of California, (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2011 • Patheon Inc • Pharmaceutical preparations • North Carolina
This Employment Agreement (the “Agreement”) is made as of May 9, 2011 (the “Effective Date”), between Patheon Pharmaceuticals Services Inc. (the “Company”) and Michael Lytton (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2011 • Patheon Inc • Pharmaceutical preparations • New York
This Amended and Restated Employment Agreement (“Agreement”), dated as of the date of last signature below and effective as of February 7, 2011 (“Effective Date”), is by and between Patheon Pharmaceutical Services Inc. (the “Company”) and James Mullen (“Executive”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 7th, 2014 • Patheon Inc • Pharmaceutical preparations • Ontario
WHEREAS the Shareholder is the legal and beneficial owner of restricted voting shares of the Company, as more particularly described herein;
CREDIT AGREEMENT dated as of December 14, 2012 Among PATHEON INC., as Parent Borrower, PATHEON PHARMACEUTICALS INC., as US Borrower, PATHEON UK LIMITED, as UK Borrower, PATHEON PUERTO RICO, INC., as PR Borrower, THE LENDING INSTITUTIONS FROM TIME TO...Credit Agreement • December 17th, 2012 • Patheon Inc • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of December 14, 2012 among the following: (i) Patheon Inc., a corporation existing under the laws of Canada, as a borrower (the “Parent Borrower”); (ii) Patheon Pharmaceuticals Inc., a Delaware corporation (the “US Borrower”), Patheon UK Limited, a limited liability company incorporated in England (the “UK Borrower”) and Patheon Puerto Rico, Inc., a Puerto Rican corporation (the “PR Borrower”, together with the US Borrower and the UK Borrower, the “Subsidiary Borrowers” and collectively with the Parent Borrower, and any Additional Borrowers from time to time party hereto, the “Borrowers”); (iii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (iv) Morgan Stanley Senior Funding, Inc. (“MSSF”), as the administrative agent (the “Administrative Agent”), as the Collateral Agent (as hereinafter defined), as the Swing Line Lender (as hereinafter defined), (v) Morgan Stanley Bank, N.A., as an as LC Issuer (a
AMENDMENT TO CHANGE OF CONTROL AGREEMENTChange of Control Agreement • January 13th, 2014 • Patheon Inc • Pharmaceutical preparations
This Amendment to the Change of Control Agreement (this "Amendment") is made effective the 24th day of October, 2012 (the "Effective Date") between Banner Pharmacaps Inc. (the "Company") and Aqeel Fatmi (the "Employee").
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 7th, 2014 • Patheon Inc • Pharmaceutical preparations • Ontario
WHEREAS the Shareholders are the joint, legal and beneficial owners of restricted voting shares of the Company, as more particularly described herein;
PATHEON] January 31, 2009 PRIVATE AND CONFIDENTIAL Andrew Kelley Marlborough, Wilts SN8 2AA Dear Andy: Patheon UK Limited (“Patheon”) is pleased to offer you a temporary assignment in your newly promoted position as Senior Vice President, Commercial...Patheon Inc • February 25th, 2011
This offer is conditional upon you successfully obtaining and maintaining a valid and subsisting Residence and Work Permit (and Visa, if necessary), and any renewal thereof. As a point of clarification, it is understood and agreed that the issuance of an initial Work Permit and any renewals thereof cannot be guaranteed and Patheon makes no representations, warranties or inducements to you in this regard.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 7th, 2014 • Patheon Inc • Pharmaceutical preparations • Ontario
WHEREAS the Shareholder is the beneficial owner of restricted voting shares of the Company, as more particularly described herein;
Patheon Pharmaceuticals Services Inc4721 Emperor Blvd., Suite 200Durham, North Carolina 27703Employment Agreement • March 8th, 2013 • Patheon Inc • Pharmaceutical preparations • North Carolina
This employment agreement represents your contractual arrangements with Patheon Pharmaceuticals Services Inc. and supersedes any arrangements, understandings and verbal commitments to you during our discussions. Please sign and return the employment agreement. Upon receiving the signed employment agreement from you, we will execute it and return a copy of the fully executed document to you for your files.
ContractAgreement • January 13th, 2014 • Patheon Inc • Pharmaceutical preparations • North Carolina
AGREEMENT, dated as of August 6, 2012, between BANNER PHARMACAPS INC., a corporation organized under the laws of Delaware (the "Company"), and AQEEL FATMI (the "Employee"), with an address at 4125 Premier Drive, High Point, North Carolina.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 7th, 2014 • Patheon Inc • Pharmaceutical preparations • Ontario
WHEREAS the Shareholder is the legal and beneficial owner of restricted voting shares of the Company, as more particularly described herein;
STOCK PURCHASE AGREEMENT dated as of October 28, 2012 among SOBEL BEST N.V., VION HOLDING N.V. and PATHEON INC.Stock Purchase Agreement • October 29th, 2012 • Patheon Inc • Pharmaceutical preparations • New York
This STOCK PURCHASE AGREEMENT is made as of October 28, 2012, by and among SOBEL BEST N.V., a corporation organized under the laws of The Netherlands (“Seller”), and PATHEON INC., a Canadian corporation (“Buyer”) and VION HOLDING N.V., a corporation organized under the laws of The Netherlands (“VION”).
Indemnity AgreementIndemnity Agreement • January 13th, 2014 • Patheon Inc • Pharmaceutical preparations • Ontario
such capacities or similar capacities being referred to herein as the “Indemnified Capacity” or “Indemnified Capacities”, the Corporation with full power and authority to grant an indemnity valid and binding upon and enforceable against it in the terms hereinafter contained, hereby agrees to indemnify you to the full extent contemplated by this Agreement.
Patheon Inc. - and - JLL/Delta Patheon Holdings, L.P. ARRANGEMENT AGREEMENT November 18, 2013Arrangement Agreement • November 19th, 2013 • Patheon Inc • Pharmaceutical preparations • Ontario
RE: Second Amendment to Employment Contract Dear Harry:Patheon Inc • January 13th, 2014 • Pharmaceutical preparations • Ohio
This letter (the “Second Amendment Letter”), effective as of June 10, 2013 (the “Second Amendment Effective Date”), confirms the following changes to the terms and conditions of your employment and, once signed, will serve as an amendment to the Employment Agreement between you and Patheon (the “Company”), dated April 26, 2010, as amended by the Amendment Letter Dated September 11, 2012 (collectively the “Employment Agreement”). Any terms used in this Second Amendment Letter that are not defined herein have the definition ascribed to them in the Employment Agreement. The Company is a subsidiary of Patheon Inc. (“Patheon”). As used herein, the “Patheon Group” means Patheon and any entity controlled by Patheon.
PURCHASE AGREEMENT PATHEON INC. – and – JLL PARTNERS FUND V, L.P. March 1, 2007Agreement • February 25th, 2011 • Patheon Inc • Ontario
WHEREAS, on the terms and conditions of this Agreement, the Company has agreed to issue and sell, and the Purchaser agreed to purchase, the Purchased Securities (as defined herein);
November 29, 2009Letter Agreement • February 25th, 2011 • Patheon Inc • Ontario
JLL PARTNERS FUND V, L.P. NEW YORK, NEW YORK 10017 October 28, 2012Patheon Inc • October 29th, 2012 • Pharmaceutical preparations
Reference is hereby made to that certain Stock Purchase Agreement, dated as of the date hereof (the “Agreement”), by and among Sobel Best N.V., a corporation organized under the laws of The Netherlands (“Seller”), Patheon Inc., a corporation organized under the laws of Canada (the “Buyer”) and VION Holding N.V., a corporation organized under the laws of The Netherlands (“VION”), pursuant to which Buyer will acquire all of the issued and outstanding shares of capital stock of each of Sobel USA (the “Sobel USA Shares”) and Banner Europe (the “Banner Europe Shares” and, together with the Sobel USA Shares, the “Shares”). Capitalized terms used, but not otherwise defined, herein shall have the meanings given to such terms in the Agreement.
RENEWAL AGREEMENTRenewal Agreement • February 25th, 2011 • Patheon Inc
WHEREAS “The Cadillac Fairview Corporation Limited” as Landlord, and “Custom Pharmaceuticals and Promix Laboratories, Division of Patheon Inc.” as Tenant entered into a Lease dated the 1st day of December, 1993, for the premises municipally know as 977 Century Dive, in the City of Burlington in the Province of Ontario.
RE: Amendment to Employment Contract Dear Harry:Patheon Inc • December 18th, 2012 • Pharmaceutical preparations
Further to our discussions, this letter (the “Letter”), effective as of September 11, 2012 (the “Amendment Effective Date”), confirms your promotion to the role of Senior Vice President, Quality and Continuous Improvement, describes certain changes to the terms and conditions of your employment and, once signed, will serve as an amendment to the Employment Agreement between you and Patheon (the “Company”), dated April 26, 2010, as amended (the “Employment Agreement”). Any terms used in this Letter that are not defined herein have the definition ascribed to them in the Employment Agreement. The Company is a subsidiary of Patheon Inc. (“Patheon”). As used herein, the “Patheon Group” means Patheon and any entity controlled by Patheon.
September 24, 2012 PRIVATE AND CONFIDENTIAL Michael Lehmann W218N5353 Taylors Woods Dr. Menomonee Falls WI, 53051 Dear Michael: RE: Employment Agreement: President, Global Pharmaceutical Development ServicesPatheon Inc • March 8th, 2013 • Pharmaceutical preparations • North Carolina
This employment agreement represents your contractual arrangements with Patheon Pharmaceutical Services Inc. and supersedes any arrangements, understandings and verbal commitments to you during our discussions. Please sign and return the employment agreement. Upon receiving the signed employment agreement from you, we will execute it and return a copy of the fully executed document to you for your files.
INVESTOR AGREEMENT PATHEON INC. – and – JLL PATHEON HOLDINGS, LLCInvestor Agreement • February 25th, 2011 • Patheon Inc • Ontario
WHEREAS the Company and JLL Partners Fund V, L.P. (“JLL”) entered into an agreement (the “Purchase Agreement”) dated March 1, 2007 which provides for the issue and sale by the Company to the Purchaser of 150,000 Convertible Preferred Shares and 150,000 Special Voting Preferred Shares of the Company (the “Private Placement”);
Dated 15th January 1996Patheon Inc • February 25th, 2011 • England
Dated 28 April 2006 MEPC MILTON PARK NO. 1 LIMITED and MEPC MILTON PARK NO. 2 LIMITED and EVOTEC (UK) LIMITED and PATHEON UK LIMITED LICENCE TO ASSIGN relating to Unit 151 Milton Park Abingdon OxfordshirePatheon Inc • February 25th, 2011
PATHEON INC.Performance Share Unit Plan Grant Agreement • February 25th, 2011 • Patheon Inc
Patheon Inc. (the “Corporation”) has granted the following Performance Share Units1 to the employee named below (the “Participant”), in accordance with and subject to the terms, conditions and restrictions of this Agreement, together with the provisions of the Patheon Inc. Performance Share Unit Plan (the “Plan”) dated [ ].
Koninklijke DSM N.V. c/o DSM Pharmaceutical Products, Inc. Parsippany, New Jersey 07054Patheon Inc • November 19th, 2013 • Pharmaceutical preparations
Reference is hereby made to the arrangement agreement, dated as of the date hereof (the “Arrangement Agreement”), between Patheon Inc. (the “Company”), a corporation existing under the laws of Canada, and JLL/Delta Patheon Holdings, L.P. (the “Purchaser”), an exempt limited partnership organized under the laws of the Cayman Islands. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings ascribed to them in the Arrangement Agreement.
Patheon Inc. Corporate Office 7070 Mississauga Road, Suite 350 Mississauga, Ontario L5N 7J8 Canada Tel: 905-821-4001 Fax: 905-812-6705Patheon Inc • February 25th, 2011
Should you agree with the terms and conditions contained on Schedule A, please execute this letter and provide the original to Roy Wieschkowski. Execution of this letter will serve to formally amend your Employment Agreement, effective as of the date of execution. Except as provided in Schedule A, the terms and conditions of your Employment Agreement remain unchanged.
Wesley P. Wheeler Chief Executive Officer & President Patheon Inc PO Box 110145 Research Triangle Park, NC 27709 Phone: 919-228-3201 Fax: 919-226-3202 wes.wheeler@patheon.comPatheon Inc • February 25th, 2011
In this Letter Agreement, you may be referred to as the “Executive”, and Patheon International AG or Patheon Inc. may be referred to as “Patheon” or the “Corporation”.
CONTRIBUTION AGREEMENT by and among JLL PATHEON CO-INVESTMENT FUND, L.P., KONINKLIJKE DSM N.V., and JLL/DELTA PATHEON HOLDINGS, L.P. November 18, 2013Contribution Agreement • December 5th, 2013 • Patheon Inc • Pharmaceutical preparations • New York
This CONTRIBUTION AGREEMENT (this “Agreement”), is dated as of November 18, 2013, by and among JLL Patheon Co-Investment Fund, L.P., a Cayman Islands exempted limited partnership (“JLL Holdco”), Koninklijke DSM N.V., a corporation organized under the Laws of The Netherlands (“Delta”), and JLL/Delta Patheon Holdings, L.P., a Cayman Islands exempted limited partnership (“Newco”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Annex A of this Agreement.
Patheon Pharmaceutical Services Inc Durham, North Carolina 27703Patheon Inc • February 4th, 2013 • Pharmaceutical preparations
Further to our discussions, this letter (the “Letter”), effective as of December 17, 2012 (the “Amendment Effective Date”), confirms your promotion to the role of President, Product and Technology Commercialization, describes certain changes to the terms and conditions of your employment and, once signed, will serve as an amendment to the Employment Agreement between you and Patheon Pharmaceutical Services Inc. (the “Company”), dated March 17, 2009, as amended (the “Employment Agreement”). Any terms used in this Letter that are not defined herein have the definition ascribed to them in the Employment Agreement. The Company is a subsidiary of Patheon Inc. (“Patheon”).
SEVERANCE AND RELEASE OF CLAIMS AGREEMENTSeverance and Release of Claims Agreement • March 8th, 2013 • Patheon Inc • Pharmaceutical preparations • North Carolina
This Severance and Release of Claims Agreement (the “Release”), dated this the 21st day of December, 2012, is made by and between Mark J.Kontny, Ph.D.,, an individual resident of Wake County, North Carolina (the “Executive”), and Patheon Pharmaceuticals Services Inc., a company duly organized and existing in accordance with the laws of the State of Delaware, with offices located at 4721 Emperor Boulevard, Suite # 200, Durham, Durham County, North Carolina 27703 (the “Company”) (collectively the “Parties”).
PATHEON]Patheon Inc • February 25th, 2011
JLL PARTNERS FUND VI, L.P. NEW YORK, NEW YORKPatheon Inc • November 19th, 2013 • Pharmaceutical preparations
Reference is hereby made to the arrangement agreement, dated as of the date hereof (the “Arrangement Agreement”), between Patheon Inc. (the “Company”), a corporation existing under the laws of Canada, and JLL/Delta Patheon Holdings, L.P. (the “Purchaser”), an exempt limited partnership organized under the laws of the Cayman Islands. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings ascribed to them in the Arrangement Agreement.
