INDENTURE Dated as of May 6, 2015 between JLL/Delta dutch pledgeco b.v., and The Bank of New York Mellon, as Trustee 8.75%/9.50% Senior PIK Toggle Notes due 2020Indenture • July 29th, 2015 • Patheon Holdings Cooperatief U.A. • Pharmaceutical preparations • New York
INDENTURE, dated as of May 6, 2015, between JLL/Delta Dutch Pledgeco B.V., a private company with limited liability organized under the laws of the Netherlands and having its corporate seat in Amsterdam, the Netherlands (the “Issuer”) and The Bank of New York Mellon, as Trustee.
PATHEON N.V. [●] Ordinary Shares Underwriting AgreementUnderwriting Agreement • July 11th, 2016 • Patheon N.V. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 16th, 2016 • Patheon N.V. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2016, between Patheon N.V., a public limited liability company (naamloze vennootschap) incorporated in the Netherlands (the “Company”), and [name of Director/Executive Officer] (“Indemnitee”).
CREDIT AGREEMENT dated as of March 11, 2014 among JLL/DELTA DUTCH NEWCO B.V.,Credit Agreement • September 3rd, 2015 • Patheon Holdings Cooperatief U.A. • Pharmaceutical preparations • New York
This CREDIT AGREEMENT is entered into as of March 11, 2014 among the following: (i) JLL/Delta Dutch Newco B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, as a borrower (the “Parent Borrower”); (ii) Patheon Pharmaceuticals Inc., a Delaware corporation (“PPUS”), Banner Pharmacaps Inc., a Delaware corporation (“Banner”) and DPI Newco LLC, a Delaware limited liability company (“DPI Newco”, and together with PPUS and Banner, the “US Borrowers”), Patheon UK Limited, a limited liability company incorporated under the laws of England and Wales (the “UK Borrower”), Patheon Inc., a company with limited liability incorporated under the laws of Canada (the “Canadian Borrower”), DSM Fine Chemicals Austria Nfg GmbH & CoKG, a limited partnership with an Austrian company with limited liability as general partner incorporated under the laws of Austria (the “Austrian Borrower”) and Patheon Puerto Rico,
PURCHASE AGREEMENT dated as of May 15, 2017 by and between THERMO FISHER SCIENTIFIC INC., THERMO FISHER (CN) LUXEMBOURG S.À R.L. and PATHEON N.V.Purchase Agreement • May 31st, 2017 • Patheon N.V. • Pharmaceutical preparations • Delaware
This PURCHASE AGREEMENT (this “Agreement”) dated as of May 15, 2017, by and between Thermo Fisher Scientific Inc., a Delaware corporation (“Parent”), Thermo Fisher (CN) Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the Laws of the Grand Duchy of Luxembourg and a wholly-owned subsidiary of Parent (“Buyer”), and Patheon N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2017 • Patheon N.V. • Pharmaceutical preparations • North Carolina
This Employment Agreement (the “Agreement”) is made as of August 15, 2011 (the “Effective Date”), between Patheon Pharmaceuticals Services Inc. (the “Company”) and Rebecca Holland New (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2015 • Patheon Holdings Cooperatief U.A. • 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2017 • Patheon N.V. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is made as of July 11, 2016 (the “Effective Date”), between Patheon Pharmaceutical Services Inc. (the “Company”) and Craig Schneier (the “Executive”).
RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE PATHEON N.V.Restricted Share Unit Award Agreement • May 31st, 2017 • Patheon N.V. • Pharmaceutical preparations • New York
This Award Agreement (this “RSU Award Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Patheon N.V., a Dutch public limited company (the “Company”), and [ ] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Patheon N.V. 2016 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
OPTION AGREEMENT UNDER THE PATHEON N.V.Option Agreement • May 31st, 2017 • Patheon N.V. • Pharmaceutical preparations • New York
This Award Agreement (this “Option Award Agreement”), dated as of July 20, 2016 (the “Date of Grant”), is made by and between Patheon N.V., a Dutch public limited company (the “Company”), and Mr. Michel Lagarde (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Patheon N.V. 2016 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
OPTION AGREEMENT UNDER THE PATHEON N.V.Option Agreement • May 31st, 2017 • Patheon N.V. • Pharmaceutical preparations • New York
This Award Agreement (this “Option Award Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Patheon N.V., a Dutch public limited company (the “Company”), and [ ] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Patheon N.V. 2016 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • July 29th, 2015 • Patheon Holdings Cooperatief U.A. • Pharmaceutical preparations • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of March 31, 2015, among the guaranteeing subsidiaries listed on the signature pages hereto (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of DPx Holdings B.V. (formerly known as JLL/Delta Dutch Newco B.V.), a private limited liability company organized under the laws of the Netherlands, as Issuer (under the Indenture referred to below), and Wells Fargo Bank, National Association, as trustee (under the Indenture referred to below) (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2016 • Patheon Holdings Cooperatief U.A. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is made as of no later than November 1, 2014 (the “Effective Date”), between Patheon Pharmaceutical Services Inc. (the “Company”) and Eric M. Sherbet (the “Executive”).
May 19, 2014 PRIVATE AND CONFIDENTIAL Stuart Grant Waxhaw, NC 28173 RE: Amendment to Employment Contract Dear Stuart:Employment Agreement • September 3rd, 2015 • Patheon Holdings Cooperatief U.A. • Pharmaceutical preparations
Further to our discussions, this letter (the “Letter”), effective as of June 9, 2014 (the “Amendment Effective Date”), confirms that Patheon Pharmaceutical Services inc. (the “Company”), has agreed to increase your base salary in your current role of Executive Vice President, Chief Financial Officer, and has further agreed to provide you with the equity grant described below. Once signed, this Letter will serve as the first amendment to the Employment Agreement between you and the Company dated January 25, 2011 (the “Employment Agreement”). Any terms used in this Letter that are not defined herein have the definition ascribed to them in the Employment Agreement.
NON-EMPLOYEE DIRECTOR RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE PATHEON N.V.Restricted Share Unit Award Agreement • June 16th, 2016 • Patheon N.V. • Pharmaceutical preparations • New York
This Award Agreement (this “RSU Award Agreement”), dated as of [DATE] (the “Date of Grant”), is made by and between Patheon N.V., a Dutch public limited company (the “Company”), and [NAME] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Patheon N.V. 2016 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
SEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 5th, 2016 • Patheon Holdings Cooperatief U.A. • Pharmaceutical preparations • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of January 14, 2016, among Patheon Holdings Cooperatief U.A. (the “Parent Guarantor”), the indirect parent of DPx Holdings B.V. (formerly known as JLL/Delta Dutch Newco B.V.), a private limited liability company organized under the laws of the Netherlands, as Issuer (under the Indenture referred to below), the Issuer and Wells Fargo Bank, National Association, as trustee (under the Indenture referred to below) (the “Trustee”).
RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE PATHEON N.V.Restricted Share Unit Award Agreement • June 16th, 2016 • Patheon N.V. • Pharmaceutical preparations • New York
This Award Agreement (this “RSU Award Agreement”), dated as of [DATE] (the “Date of Grant”), is made by and between Patheon N.V., a Dutch public limited company (the “Company”), and [NAME] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Patheon N.V. 2016 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
PATHEON N.V. SHAREHOLDERS’ AGREEMENT Dated as of July 20, 2016Shareholder Agreement • July 26th, 2016 • Patheon N.V. • Pharmaceutical preparations • Delaware
This SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of July 20, 2016, is made and entered into by and among Patheon N.V., a Dutch public limited liability company (the “Company”), JLL Patheon Co-Investment Fund, L.P., a Cayman Islands exempted limited partnership (“JLL”), Koninklijke DSM N.V., a Dutch public limited company (“DSM”) JLL/Delta Patheon Holdings, L.P., a Cayman Islands exempted limited partnership (the “Partnership”), Patheon Holdco Coöperatief U.A., a Dutch cooperative with excluded liability (“Holdco Coop”), JLL Associates V (Patheon), L.P., a Cayman Islands exempted limited partnership (“JLL Associates V”), JLL Partners Fund V (New Patheon), L.P., a Cayman Islands exempted limited partnership (“JLL Fund V”), and JLL Partners Fund VI (Patheon), L.P., a Cayman Islands exempted limited partnership (“JLL Fund VI”) (JLL, DSM, the Partnership, Holdco Coop, JLL Associates V, JLL Fund V, JLL Fund VI and any other shareholder of the Company who may hereafter become a signa
STOCK PURCHASE AGREEMENT dated as of November 25, 2016, by and among ROCHE CAROLINA INC., ROCHE HOLDINGS, INC., DPI NEWCO LLC, and PATHEON HOLDINGS I, B.V., solely for the purposes of Article XIIStock Purchase Agreement • February 1st, 2017 • Patheon N.V. • Pharmaceutical preparations • Delaware
This STOCK PURCHASE AGREEMENT is made as of November 25, 2016, by and among Roche Carolina Inc., a South Carolina corporation (the “Company”), Roche Holdings, Inc., a Delaware corporation (“Seller”), DPI Newco LLC, a Delaware limited liability company (“Buyer”), and, solely for the purposes of Article XII, Patheon Holdings I, B.V., a Dutch besloten vennootschap (“Parent”).
February 24, 2014 PRIVATE AND CONFIDENTIAL Lukas Utiger RE: Assignment of and Amendment to Employment Contract Dear Lukas:Employment Agreement • February 5th, 2016 • Patheon Holdings Cooperatief U.A. • Pharmaceutical preparations
Further to our discussions, this letter (the “Letter”), effective as of January 1, 2015 (the “Amendment Effective Date”), confirms that your employment is being transferred to Patheon Pharmaceutical Services Inc. (the “Company”) and, accordingly, your employment agreement, dated July 24,2013 (“Employment Agreement”), has been assigned by DSM Pharmaceutical Products Inc. to the Company. Once signed, this Letter will serve as an amendment to the Employment Agreement between you and the Company. Any terms used in this letter that are not defined herein have the definition ascribed to them in the Employment Agreement.
Re: Transition and Retirement AgreementTransition and Retirement Agreement • December 14th, 2016 • Patheon N.V. • Pharmaceutical preparations • North Carolina
This letter agreement (this "Transition Agreement") sets forth our mutual agreement regarding your transition and retirement from Patheon Pharmaceutical Services Inc., a wholly-owned, indirect subsidiary of Patheon N.V. (collectively with its subsidiaries, the "Company"). Any term used in this Transition Agreement that is not defined herein has the definition ascribed to such term in the Employment Agreement between you and the Company dated January 25, 2011, and as amended on May 19, 2014 (the "Employment Agreement"). The terms and conditions of this Transition Agreement are as follows:
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • February 5th, 2016 • Patheon Holdings Cooperatief U.A. • Pharmaceutical preparations • New York
This Amendment No. 3 (this “Amendment”) is dated as of January 8, 2016, by and among DPX HOLDINGS B.V., a private company with limited liability incorporated under the laws of the Netherlands (the “Parent Borrower”), the Lenders party hereto, and UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders (the “Administrative Agent”).
GENERAL GUARANTOR SUPPLEMENTAL INDENTUREGeneral Guarantor Supplemental Indenture • July 29th, 2015 • Patheon Holdings Cooperatief U.A. • Pharmaceutical preparations • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of March 11, 2014, among the guaranteeing subsidiaries listed on the signature pages hereto (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of JLL/Delta Dutch Newco B.V., a private limited liability company organized under the laws of the Netherlands, as Issuer (under the Indenture referred to below), and Wells Fargo Bank, National Association, as trustee (under the Indenture referred to below) (the “Trustee”).
BIOLOGICS AGREEMENTBiologics Agreement • February 5th, 2016 • Patheon Holdings Cooperatief U.A. • Pharmaceutical preparations
This BIOLOGICS AGREEMENT, dated as of January 29, 2016 (this “Agreement”), is made by and among Patheon Holdings Coöperatief U.A., a Dutch cooperative with excluded liability (the “Company”), JLL Patheon Co-Investment Fund, L.P., a Cayman Islands exempted limited partnership (“JLL”), Koninklijke DSM N.V., a corporation organized under the laws of The Netherlands (“DSM”), and JLL/DSM Patheon Holdings, L.P., a Cayman Islands exempted limited partnership (the “Partnership”).
NON-EMPLOYEE DIRECTOR DEFERRED SHARE UNIT AWARD AGREEMENT UNDER THE PATHEON N.V.Deferred Share Unit Award Agreement • June 16th, 2016 • Patheon N.V. • Pharmaceutical preparations • New York
This Award Agreement (this “Award Agreement”), dated as of [DATE] (the “Date of Grant”), is made by and between Patheon N.V., a Dutch public limited company (the “Company”), and [NAME] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Patheon N.V. 2016 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
PATHEON N.V. SHAREHOLDERS’ AGREEMENT Dated as of [•]Shareholders’ Agreement • February 5th, 2016 • Patheon Holdings Cooperatief U.A. • Pharmaceutical preparations • Delaware
This SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of [•], 2016, is made and entered into by and among Patheon N.V., a Dutch public limited liability company (the “Company”), JLL Patheon Co-Investment Fund, L.P., a Cayman Islands exempted limited partnership (“JLL”), Koninklijke DSM N.V., a Dutch public limited company (“DSM”), and JLL/Delta Patheon Holdings, L.P., a Cayman Islands exempted limited partnership (the “Partnership”) (JLL, DSM, the Partnership and any other shareholder of the Company who may hereafter become a signatory to this Agreement each being referred to herein as a “Shareholder” and collectively being referred to herein as the “Shareholders”).
May 19, 2014 PRIVATE AND CONFIDENTIAL Harry Gill 12321 Angel Falls Rd. Raleigh, NC 27614 RE: Amendment to Employment Contract Dear Harry:Employment Agreement • September 3rd, 2015 • Patheon Holdings Cooperatief U.A. • Pharmaceutical preparations
Further to our discussions, this letter (the “Letter”), effective as of June 9, 2014 (the “Amendment Effective Date”), confirms that Patheon Pharmaceutical Services Inc. (the “Company”), has agreed to increase your base salary in your current role of Senior Vice President, Quality and Continuous Improvement, and has further agreed to provide you with the equity grant described below. Once signed, this Letter will serve as the third amendment to the Employment Agreement between you and the Company dated April 25, 2010, as amended by the Amendment Letter dated September 11, 2012 and the Second Amendment Letter dated June 3, 2013 (collectively, the “Employment Agreement”). Any terms used in this Letter that are not defined herein have the definition ascribed to them in the Employment Agreement.
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • July 29th, 2015 • Patheon Holdings Cooperatief U.A. • Pharmaceutical preparations • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of November 17, 2014, among the guaranteeing subsidiaries listed on the signature pages hereto (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of DPx Holdings B.V. (formerly known as JLL/Delta Dutch Newco B.V.), a private limited liability company organized under the laws of the Netherlands, as Issuer (under the Indenture referred to below), and Wells Fargo Bank, National Association, as trustee (under the Indenture referred to below) (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • February 5th, 2016 • Patheon Holdings Cooperatief U.A. • Pharmaceutical preparations • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of January 14, 2016, among Patheon Holdings Cooperatief U.A. (the “Parent Guarantor”), the indirect parent of JLL/Delta Dutch Pledgeco B.V., a private limited liability company organized under the laws of the Netherlands (the “Issuer”), the Issuer and The Bank of New York Mellon, as trustee (under the Indenture referred to below) (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2017 • Patheon N.V. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”), created on December 21, 2016, supersedes any previously presented versions and is made as of January 16, 2017, between Patheon Pharmaceutical Services Inc. (the “Company”) and Raul Cardona Torres (the “Executive”).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • July 29th, 2015 • Patheon Holdings Cooperatief U.A. • Pharmaceutical preparations • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of March 5, 2015, among Banner Life Sciences LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of DPx Holdings B.V. (formerly known as JLL/Delta Dutch Newco B.V.), a private limited liability company organized under the laws of the Netherlands, as Issuer (under the Indenture referred to below), and Wells Fargo Bank, National Association, as trustee (under the Indenture referred to below) (the “Trustee”).
