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.
INTERIM SHAREHOLDERS’ AGREEMENTInterim Shareholders’ Agreement • December 5th, 2013 • Patheon Inc • Pharmaceutical preparations • New York
This INTERIM SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of November 18, 2013, is made and entered into by and among JLL/Delta Patheon GP, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), 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”) (JLL Holdco and Delta each being referred to herein as a “Shareholder” and collectively being referred to herein as the “Shareholders”), and, solely for purposes of Section 1.06 and Section 1.08, JLL Partners Fund VI, L.P., a Delaware limited partnership (the “JLL Guarantor”).
MANAGEMENT AGREEMENTManagement Agreement • December 5th, 2013 • Patheon Inc • Pharmaceutical preparations • Delaware
This MANAGEMENT AGREEMENT (the “Agreement”) is made as of November 18, 2013 by and among JLL Patheon Co-Investment Fund, L.P., an exempt limited partnership organized under the laws of the Cayman Islands (“Holdings”), JLL/Delta Patheon Holdings, L.P., an exempt limited partnership organized under the laws of the Cayman Islands (the “Company”), and James C. Mullen (the “Key Manager”) the Chief Executive Officer of Patheon Inc., a Canadian corporation (“Patheon”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Arrangement Agreement (as defined below).
OPTION WAIVER AND TERMINATION AGREEMENTOption Waiver and Termination Agreement • December 5th, 2013 • Patheon Inc • Pharmaceutical preparations • Ontario
This OPTION WAIVER AND TERMINATION AGREEMENT (the “Agreement”), dated as of November 18, 2013, is made and entered into by and between Patheon Inc., a Canadian corporation (the “Company”) and James C. Mullen (the “Executive”).
