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 • February 25th, 2011 • Patheon Inc • New York
This Employment Agreement (“Agreement”) is entered into and effective as of February 7, 2011 (“Effective Date”), by and between Patheon Pharmaceutical Services, Inc., on behalf of itself and any and all of its subsidiaries (together, the “Company”) and James Mullen (“Executive”).
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
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.
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 [ ].
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.
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.
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”.
PATHEON]Patheon Inc • February 25th, 2011
Patheon International GmbH Employment AgreementEmployment Agreement • February 25th, 2011 • Patheon Inc
This Employment Agreement shall be subject to the competent authorities issuing the work and residence permits required for the Employee under Swiss law.
The Cadillac Fairview Corporation limited (the “Landlord”) - and - Custom Pharmaceuticals and Promix Laboratories, Divisions of Patheon Inc. (the ‘Tenant”)Lease • February 25th, 2011 • Patheon Inc • Ontario
June 29, 2010 Patheon.comPatheon Inc • February 25th, 2011
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of April 23, 2010 among PATHEON INC., THE SUBSIDIARIES OF PATHEON INC. NAMED HEREIN, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as US Administrative Agent, JPMORGAN CHASE BANK,...Intercreditor Agreement • February 25th, 2011 • Patheon Inc • New York
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of April 23, 2010, among PATHEON INC., the SUBSIDIARIES of PATHEON INC. named herein, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as US Administrative Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent, and J.P. MORGAN EUROPE LIMITED, as European Administrative Agent.
EVOTEC (UK) LIMITED (1) PATHEON UK LIMITED (2) CONTRACT FOR THE SALE OF LEASEHOLD LAND WITH VACANT POSSESSION At Manches LLP Oxford Business Park Oxford OX4 2HN Tel +44 (0)1865 722 106 Fax +44 (0)1865 201 012 Ref: SPS/OX238789 Draft No: 1 Date: 24.02.2006Patheon Inc • February 25th, 2011 • England and Wales
Indemnity AgreementIndemnity Agreement • February 25th, 2011 • Patheon Inc • Ontario
such capacities referred to herein as the “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.
AGREEMENTAgreement • February 25th, 2011 • Patheon Inc • Ontario
WHEREAS, on April 27, 2007, the Company issued and sold, and the Shareholder subscribed for, 150,000 Class I preferred shares, Series C of the Company (the “Convertible Preferred Shares”) and 150,000 Class I preferred shares, Series D of the Company (together with the Convertible Preferred Shares, the “Preferred Shares”);
