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”).
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”).
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental 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”).
February 24, 2014 PRIVATE AND CONFIDENTIAL Lukas Utiger RE: Assignment of and Amendment to Employment Contract Dear Lukas:Private and Confidential • 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.
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”).
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”).
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”).
