PTHN / Patheon N.V. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

Patheon 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37837 PATHEON N.V. (Exact name of registrant as specified in its charter

Patheon SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) Patheon N.V. (Name of Subject Company) Patheon N.V. (Names of Persons Filing Statement) Ordinary shares, par value ?0.01 per share (Title of Class of Securities) N6865W105 (CUSIP N

Thermo Fisher Scientific SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) Patheon N.V. (Name of Subject Company (Issuer)) Thermo Fisher (CN) Luxembourg S.? r.l. (Offeror) a wholly owned subsidiary of Thermo Fisher Scientific Inc. (Ultimate Parent of Offeror) (

PTHN / Patheon N.V. / Thermo Fisher Scientific Inc. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) Patheon N.V. (Name of Issuer) Ordinary shares, par value €0.01 per share (Title of Series of Securities) N6865W105 (CUSIP Number) Thermo Fisher Scientific Inc. 168 Th

JOINT FILING AGREEMENT

Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to ordinary shares, €0.

PTHN / Patheon N.V. / Thermo Fisher Scientific Inc. - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Patheon N.V. (Name of Issuer) Ordinary shares, par value €0.01 per share (Title of Series of Securities) N6865W105 (CUSIP Number) Thermo Fisher Scientific Inc. 168 Third Avenue Waltham,

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 a17-2107128k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 29, 2017 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or Other Jurisdiction of Inc

Patheon 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 OMB APPROVAL OMB Number: 3235-0080 Expires: March 31, 2018 Estimated average burden hours per response. . . . . . 1.00 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37837 Patheon N.V. / New York Stock Exchange (Exact name

PTHN / Patheon N.V. / Koninklijke DSM N.V. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Patheon N.V. (Name of Issuer) Ordinary Shares, par value €0.01 per share (Title of Class of Securities) N6865W105

Patheon S-8 POS

As filed with the Securities and Exchange Commission on August 29, 2017 Form S-8 Registration No.

Patheon FORM SC14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) Patheon N.V. (Name of Subject Company) Patheon N.V. (Names of Persons Filing Statement) Ordinary shares, par value €0.01 per share (Title of Class of Securities) N6865W105 (CUSIP N

Thermo Fisher Scientific SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) Patheon N.V. (Name of Subject Company (Issuer)) Thermo Fisher (CN) Luxembourg S.? r.l. (Offeror) a wholly owned subsidiary of Thermo Fisher Scientific Inc. (Ultimate Parent of Offeror) (

PTHN / Patheon N.V. / JLL Associates G.P. V (Patheon), Ltd. - FORM SC 13D/A FOR JLL ASSOCIATES G.P. V (PATHEON), LTD. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Patheon N.V. (Name of Issuer) Ordinary shares, par value €0.01 per share (Title of Class of Securities) N6865W105 (CUSIP Number) JLL Associates G.P. V (Patheon), Ltd. 450 Lexington Avenue, 31st Floor New York, New York 10017 Attention: Paul S. Levy (212)

Patheon SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Patheon N.V. (Name of Subject Company) Patheon N.V. (Names of Persons Filing Statement) Ordinary shares, par value ?0.01 per share (Title of Class of Securities) N6865W105 (CUSIP N

Thermo Fisher Scientific Announces Receipt of All Required Regulatory Approvals for Proposed Acquisition of Patheon Tender Offer Scheduled to Expire at 5:00 p.m., New York City Time, on August 28, 2017

EX-99.(A)(5)(G) 2 a17-209141ex99da5g.htm EX-99.(A)(5)(G) Exhibit (a)(5)(G) Thermo Fisher Scientific Announces Receipt of All Required Regulatory Approvals for Proposed Acquisition of Patheon Tender Offer Scheduled to Expire at 5:00 p.m., New York City Time, on August 28, 2017 WALTHAM, Mass., August 23, 2017 — Thermo Fisher Scientific Inc. (NYSE: TMO), the world leader in serving science, announced

Thermo Fisher Scientific SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) Patheon N.V. (Name of Subject Company (Issuer)) Thermo Fisher (CN) Luxembourg S.? r.l. (Offeror) a wholly owned subsidiary of Thermo Fisher Scientific Inc. (Ultimate Parent of Offeror) (

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 s001839x18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 22, 2017 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or Other Jurisdiction of

PATHEON ANNOUNCES INTENT TO VOLUNTARILY DELIST FROM THE NYSE SUBJECT TO AND CONDITIONED UPON THE INITIAL EXPIRATION OF THE TENDER OFFER AND ACQUISITION OF SHARES BY THERMO FISHER

Exhibit 99.1 PATHEON ANNOUNCES INTENT TO VOLUNTARILY DELIST FROM THE NYSE SUBJECT TO AND CONDITIONED UPON THE INITIAL EXPIRATION OF THE TENDER OFFER AND ACQUISITION OF SHARES BY THERMO FISHER DURHAM,NC- August 22, 2017 – Patheon N.V., a public limited liability company ( naamloze vennootschap) organized under the laws of The Netherlands (NYSE: PTHN) (“Patheon”), today announced that it has submitt

Patheon SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Patheon N.V. (Name of Subject Company) Patheon N.V. (Names of Persons Filing Statement) Ordinary shares, par value ?0.01 per share (Title of Class of Securities) N6865W105 (CUSIP N

Thermo Fisher Extends Cash Tender Offer for All Outstanding Shares of Patheon to Coordinate Offer Timing with Two Remaining Regulatory Approvals Offer Now Scheduled to Expire at 5:00 p.m., New York City Time, on August 28, 2017

Exhibit (a)(5)(F) Thermo Fisher Extends Cash Tender Offer for All Outstanding Shares of Patheon to Coordinate Offer Timing with Two Remaining Regulatory Approvals Offer Now Scheduled to Expire at 5:00 p.

Thermo Fisher Scientific SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) Patheon N.V. (Name of Subject Company (Issuer)) Thermo Fisher (CN) Luxembourg S.? r.l. (Offeror) a wholly owned subsidiary of Thermo Fisher Scientific Inc. (Ultimate Parent of Offeror) (

Thermo Fisher Scientific SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) Patheon N.V. (Name of Subject Company (Issuer)) Thermo Fisher (CN) Luxembourg S.? r.l. (Offeror) a wholly owned subsidiary of Thermo Fisher Scientific Inc. (Ultimate Parent of Offeror) (

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 2, 2017 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or Other Jurisdiction of Incorporation) (Commission File

Thermo Fisher Scientific SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Patheon N.V. (Name of Subject Company (Issuer)) Thermo Fisher (CN) Luxembourg S.? r.l. (Offeror) a wholly owned subsidiary of Thermo Fisher Scientific Inc. (Ultimate Parent of Offeror) (

Current Report

8-K 1 s001785x48k.htm 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 20, 2017 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or Other Jurisdiction of Incorpo

Patheon 8K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 20, 2017 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or Other Jurisdiction of Incorporation) (Commission File

Patheon SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Patheon N.V. (Name of Subject Company) Patheon N.V. (Names of Persons Filing Statement) Ordinary shares, par value ?0.01 per share (Title of Class of Securities) N6865W105 (CUSIP N

July 14, 2017

EX-99.(D)(3) 2 a17-180271ex99dd3.htm EX-99.(D)(3) Exhibit (d)(3) July 14, 2017 Michel Lagarde Dear Michel: This letter will confirm our offer to you of the position of Senior Vice President and President, Contract Development and Manufacturing of Thermo Fisher Scientific Inc. (“Thermo Fisher” or the “Company”) once the acquisition of Patheon N.V. (“Patheon”) by Thermo Fisher has been completed (th

Thermo Fisher Scientific SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Patheon N.V. (Name of Subject Company (Issuer)) Thermo Fisher (CN) Luxembourg S.? r.l. (Offeror) a wholly owned subsidiary of Thermo Fisher Scientific Inc. (Ultimate Parent of Offeror) (

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 17, 2017 (July 14, 2017) Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or Other Jurisdiction of Incorporation) (

July 14, 2017

Exhibit 10.1 July 14, 2017 Michel Lagarde Dear Michel: This letter will confirm our offer to you of the position of Senior Vice President and President, Contract Development and Manufacturing of Thermo Fisher Scientific Inc. (?Thermo Fisher? or the ?Company?) once the acquisition of Patheon N.V. (?Patheon?) by Thermo Fisher has been completed (the ?Closing?). The financial terms of the offer are o

Patheon SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Patheon N.V. (Name of Subject Company) Patheon N.V. (Names of Persons Filing Statement) Ordinary shares, par value ?0.01 per share (Title of Class of Securities) N6865W105 (CUSIP N

July 14, 2017

Exhibit (e)(24) July 14, 2017 Michel Lagarde Dear Michel: This letter will confirm our offer to you of the position of Senior Vice President and President, Contract Development and Manufacturing of Thermo Fisher Scientific Inc.

July 14, 2017

Exhibit 10.1 July 14, 2017 Michel Lagarde Dear Michel: This letter will confirm our offer to you of the position of Senior Vice President and President, Contract Development and Manufacturing of Thermo Fisher Scientific Inc. (?Thermo Fisher? or the ?Company?) once the acquisition of Patheon N.V. (?Patheon?) by Thermo Fisher has been completed (the ?Closing?). The financial terms of the offer are o

Patheon FORM 8K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 17, 2017 (July 14, 2017) Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or Other Jurisdiction of Incorporation) (

Thermo Fisher Scientific SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Patheon N.V. (Name of Subject Company (Issuer)) Thermo Fisher (CN) Luxembourg S.? r.l. (Offeror) a wholly owned subsidiary of Thermo Fisher Scientific Inc. (Ultimate Parent of Offeror) (

Patheon SC 14D-9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Patheon N.V. (Name of Subject Company) Patheon N.V. (Names of Persons Filing Statement) Ordinary shares, par value ?0.01 per share (Title of Class of Securities) N6865W105 (CUSIP N

Patheon DEFM14A

DEFM14A 1 s001738x2defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a

PTHN / Patheon N.V. 10-Q (Quarterly Report)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37837 PATHEON N.V. (Exact name of regist

Patheon PREM14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: ? Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8kq22017results.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 8, 2017 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 2834 98-1153534 (State or Other Jurisdiction of Incorpo

Patheon Reports Fiscal 2017 Second Quarter

Exhibit Patheon Reports Fiscal 2017 Second Quarter Highlights: • 2Q 2017 revenue of $ 483 million • Net income from continuing operations of $ 28 million ◦ Net income from continuing operations per diluted share of $ 0.

Patheon DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive

Patheon DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

GOLDMAN SACHS BANK USA GOLDMAN SACHS LENDING PARTNERS LLC 200 West Street New York, New York 10282-2198

Exhibit (b)(1) GOLDMAN SACHS BANK USA GOLDMAN SACHS LENDING PARTNERS LLC 200 West Street New York, New York 10282-2198 PERSONAL AND CONFIDENTIAL May 15, 2017 Thermo Fisher Scientific Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Patheon N.V. (Name of Subject Company) Patheon N

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Patheon N.V. (Name of Subject Company) Patheon N.V. (Name of Person Filing Statement) Ordinary Shares, Par Value ?0.01 Per Share (Title of Class of Securities) N6865W105 (CUSIP Num

OPTION AGREEMENT UNDER THE PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN

EXHIBIT (e)(9) OPTION AGREEMENT UNDER THE PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN 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 P

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. (incorporated by reference to Exhibit (e)(1) to the Schedule 14D-9 filed by Patheon on May 31, 2017).

EXHIBIT (e)(1) EXECUTIVE VERSION PURCHASE AGREEMENT dated as of May 15, 2017 by and between THERMO FISHER SCIENTIFIC INC.

RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN

EXHIBIT (e)(8) RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN 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

DPx Holdings B.V. MANAGEMENT LONG-TERM INCENTIVE PLAN ARTICLE I PURPOSE AND EFFECTIVE DATE

EXHIBIT (e)(11) PRIVILEGED AND CONFIDENTIAL DPx Holdings B.V. MANAGEMENT LONG-TERM INCENTIVE PLAN ARTICLE I PURPOSE AND EFFECTIVE DATE 1.1 Purpose of LTIP. DPx Holdings B.V. (the ?Company?) hereby establishes the DPx Holdings B.V. Management Long-Term Incentive Plan (the ?LTIP?). The purpose of the LTIP is to provide long-term incentives to selected key management employees of the Company and its

RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN

EXHIBIT (e)(10) RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN This Award Agreement (this ?RSU 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 ascrib

OFFER TO PURCHASE FOR CASH All Outstanding Ordinary Shares of PATHEON N.V. at $35.00 per share Pursuant to the Offer to Purchase dated May 31, 2017 by THERMO FISHER (CN) LUXEMBOURG S.À R.L. a wholly owned subsidiary of THERMO FISHER SCIENTIFIC INC.

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(E) OFFER TO PURCHASE FOR CASH All Outstanding Ordinary Shares of PATHEON N.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below).

EMPLOYMENT AGREEMENT

EXHIBIT (e)(20) EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made as of August 15, 2011 (the ?Effective Date?), between Patheon Pharmaceuticals Services Inc.

LETTER OF TRANSMITTAL to Tender Ordinary Shares of PATHEON N.V. at $35.00 per share by THERMO FISHER (CN) LUXEMBOURG S.À R.L. a wholly owned subsidiary of THERMO FISHER SCIENTIFIC INC.

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Ordinary Shares of PATHEON N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Rule 14d-100) Patheon N.V. (Name of Subject Company (Issuer)) Thermo

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EMPLOYMENT AGREEMENT

EX-99.(E)(22) 10 s001722x1ex-e22.htm EXHIBIT (E)(22) EXHIBIT (e)(22) EMPLOYMENT AGREEMENT 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”). A. The Company is a subsidiary of Patheon N.V. (“P

OFFER TO PURCHASE FOR CASH All Outstanding Ordinary Shares of PATHEON N.V. at $35.00 per share by THERMO FISHER (CN) LUXEMBOURG S.À R.L. a wholly owned subsidiary of THERMO FISHER SCIENTIFIC INC.

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Ordinary Shares of PATHEON N.

NOTICE OF GUARANTEED DELIVERY to Tender Ordinary Shares of PATHEON N.V. at $35.00 per share Pursuant to the Offer to Purchase dated May 31, 2017 (the "Offer to Purchase") by THERMO FISHER (CN) LUXEMBOURG S.À R.L. a wholly owned subsidiary of THERMO F

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY to Tender Ordinary Shares of PATHEON N.

EX-99.(A)(1)(D)

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(D) OFFER TO PURCHASE FOR CASH All Outstanding Ordinary Shares of PATHEON N.

GOLDMAN SACHS BANK USA GOLDMAN SACHS LENDING PARTNERS LLC 200 West Street New York, New York 10282-2198

Exhibit (b)(2) GOLDMAN SACHS BANK USA GOLDMAN SACHS LENDING PARTNERS LLC 200 West Street New York, New York 10282-2198 PERSONAL AND CONFIDENTIAL May 26, 2017 The addressees listed on Schedule I hereto.

FORM OF TENDER AND SUPPORT AGREEMENT

EX-99.(D)(2) 11 a2232285zex-99d2.htm EX-99.(D)(2) Exhibit (d)(2) FORM OF TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 15, 2017, is entered into by and among [ ], a [ ] (“Shareholder”), Thermo Fisher Scientific Inc., a Delaware corporation (“Parent”), and Thermo Fisher (CN) Luxembourg S.à r.l., a private limited liability company (société à resp

EMPLOYMENT AGREEMENT

EXHIBIT (e)(21) EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made as of July 11, 2016 (the ?Effective Date?), between Patheon Pharmaceutical Services Inc.

OPTION AGREEMENT UNDER THE PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN

EXHIBIT (e)(7) OPTION AGREEMENT UNDER THE PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN 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

PURCHASE AGREEMENT dated as of May 15, 2017 by and between THERMO FISHER SCIENTIFIC INC., THERMO FISHER (CN) LUXEMBOURG S.À R.L. PATHEON N.V.

Exhibit (d)(1) PURCHASE AGREEMENT dated as of May 15, 2017 by and between THERMO FISHER SCIENTIFIC INC.

Current Report

8-K 1 s001702x48k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 15, 2017 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or Other Jurisdiction of Incorpo

PURCHASE AGREEMENT dated as of May 15, 2017 by and between THERMO FISHER SCIENTIFIC INC., THERMO FISHER (CN) LUXEMBOURG S.À R.L. PATHEON N.V. TABLE OF CONTENTS

EXHIBIT 2.1 EXECUTIVE VERSION PURCHASE AGREEMENT dated as of May 15, 2017 by and between THERMO FISHER SCIENTIFIC INC., THERMO FISHER (CN) LUXEMBOURG S.? R.L. and PATHEON N.V. TABLE OF CONTENTS Page Article 1 DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 14 Article 2 THE OFFER 15 Section 2.01 The Offer 15 Section 2.02 Company Action 18 Secti

PURCHASE AGREEMENT dated as of May 15, 2017 by and between THERMO FISHER SCIENTIFIC INC., THERMO FISHER (CN) LUXEMBOURG S.À R.L. PATHEON N.V. TABLE OF CONTENTS

EXHIBIT 2.1 EXECUTIVE VERSION PURCHASE AGREEMENT dated as of May 15, 2017 by and between THERMO FISHER SCIENTIFIC INC., THERMO FISHER (CN) LUXEMBOURG S.? R.L. and PATHEON N.V. TABLE OF CONTENTS Page Article 1 DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 14 Article 2 THE OFFER 15 Section 2.01 The Offer 15 Section 2.02 Company Action 18 Secti

Patheon 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 15 , 2017 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or Other Jurisdiction of Incorporation) (Commission File

TENDER AND SUPPORT AGREEMENT

Exhibit 3 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 15, 2017, is entered into by and among [ ] (“Shareholder”), THERMO FISHER SCIENTIFIC INC.

PTHN / Patheon N.V. / JLL Associates G.P. V (Patheon), Ltd. - SCHEDULE 13D, AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Patheon N.V. (Name of Issuer) Ordinary shares, par value €0.01 per share (Title of Class of Securities) N6865W105 (CUSIP Number) JLL Associates G.P. V (Patheon), Ltd. 450 Lexington Avenue, 31st Floor New York, New York 10017 Attention: Paul S. Levy (212)

Patheon DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? De

Marc N. Casper

EX-99.1 Exhibit 99.1 Marc N. Casper President and Chief Executive Officer May 16, 2017 Dear Patheon employees, On behalf of our entire team, I look forward to welcoming you to the Thermo Fisher family. Our agreement to acquire Patheon is very exciting, and represents an important step in our efforts to enhance our depth of capabilities for our biotech and pharmaceutical customers. If you don?t kno

Thermo Fisher Scientific SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE TO-C (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or (13)(e)(1) of the Securities Exchange Act of 1934 Patheon N.

Patheon DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? De

THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us

EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ?2017 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ?Thomson Reuters? and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its aff

Thermo Fisher Scientific SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO-C (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Patheon N.

MAY 15, 2017

EX-99.1 2 d400083dex991.htm EX-99.1 Exhibit 99.1 MAY 15, 2017 Dear Colleague, I am very pleased to share the news that Thermo Fisher has taken another significant step toward achieving our Vision. Today, we announced our agreement to acquire Patheon, a leading global provider of high-quality drug development and delivery solutions that help pharmaceutical and biotech customers bring new drugs to m

Patheon DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Patheon DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Patheon DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Thermo Fisher Scientific to Acquire Patheon, a Leading Contract Development and Manufacturing Organization (CDMO)

EX-99.1 Exhibit 99.1 News FOR IMMEDIATE RELEASE Thermo Fisher Media Contact Information: Karen Kirkwood Thermo Fisher Investor Contact Information: Ken Apicerno Phone: 781-622-1306 Phone: 781-622-1294 E-mail: [email protected] E-mail: [email protected] Website: www.thermofisher.com Patheon Media Contact Information: Mari Mansfield Patheon Investor Contact Information: Tyl

Safe Harbor Statement / Use of Non-GAAP Financial Measures The following constitutes a “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This communication contains forward-looking statements that involve a number of

EX-99.2 May 15, 2017 Thermo Fisher to Acquire Patheon N.V. Exhibit 99.2 Safe Harbor Statement / Use of Non-GAAP Financial Measures The following constitutes a ?Safe Harbor? statement under the Private Securities Litigation Reform Act of 1995: This communication contains forward-looking statements that involve a number of risks and uncertainties. Words such as ?believes,? ?anticipates,? ?plans,? ?e

Patheon SC TO-C

SC TO-C United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2017 THERMO FISHER SCIENTIFIC INC. (Exact name of registrant as specified in its charter) Delaware 1-8002 04-2209186 (State or other jurisdiction of incorporation) (Co

Thermo Fisher Scientific to Acquire Patheon, a Leading Contract Development and Manufacturing Organization (CDMO)

EXHIBIT 99.1 News FOR IMMEDIATE RELEASE Thermo Fisher Media Contact Information: Karen Kirkwood Thermo Fisher Investor Contact Information: Ken Apicerno Phone: 781-622-1306 Phone: 781-622-1294 E-mail: [email protected] E-mail: [email protected] Website: www.thermofisher.com Patheon Media Contact Information: Mari Mansfield Patheon Investor Contact Information: Tyler Gronb

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 s001702x28k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 15, 2017 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or Other Jurisdiction of In

Patheon FORM 8-K

SC TO-C 1 s001702x28k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 15, 2017 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or Other Jurisdiction o

Thermo Fisher Scientific to Acquire Patheon, a Leading Contract Development and Manufacturing Organization (CDMO)

EXHIBIT 99.1 News FOR IMMEDIATE RELEASE Thermo Fisher Media Contact Information: Karen Kirkwood Thermo Fisher Investor Contact Information: Ken Apicerno Phone: 781-622-1306 Phone: 781-622-1294 E-mail: [email protected] E-mail: [email protected] Website: www.thermofisher.com Patheon Media Contact Information: Mari Mansfield Patheon Investor Contact Information: Tyler Gronb

Exhibit 99.2

Exhibit 99.2 Thermo Fisher to Acquire Patheon May 15, 2017 FORWARD LOOKING STATEMENTS AND INFORMATION This communication contains forward-looking statements that involve a number of risks and uncertainties. Words such as “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements, but other statements that are not

Exhibit 99.3

Exhibit 99.3 Thermo Fisher Scientific to Acquire Patheon: Frequently Asked Questions for Employees May 15, 2017 Transaction Details Q: Why did Patheon decide to enter into an agreement with Thermo Fisher Scientific? Patheon has built a leading company in the CDMO space with exciting growth prospects and a commitment to delivering innovative solutions for our customers. After careful consideration,

Exhibit 99.1

Exhibit 99.1 Message from Jim Mullen & Michel Lagarde: Thermo Fisher Scientific to Acquire Patheon May 15, 2017 Dear Colleagues, Today we are announcing that Patheon has entered into an agreement to be acquired by Thermo Fisher Scientific. We want to take a moment to provide some background and context on this important and exciting news, as well as what to expect in the days ahead. Most important

Patheon SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Patheon N.V. (Name of Subject Company) Patheon N.V. (Names of Persons Filing Statement) Common shares, par value EUR 0.01 per share (Title of Class of Securities) N6865W105 (CUSIP Number of Class of

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 20, 2017 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or Other Jurisdiction of Incorporation) (Commission File

AMENDMENT NO. 4 AND REFINANCING AMENDMENT NO. 1 TO CREDIT AGREEMENT AND INCREMENTAL REVOLVING CREDIT ASSUMPTION AGREEMENT

EX-10.1 2 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 WARNING THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF IT OR ANY OTHER DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION TO

ROCHE CAROLINA, INC. Financial Statements December 31, 2016 and 2015 (With Independent Auditors’ Report Thereon) ROCHE CAROLINA, INC. Table of Contents

EX-99.1 3 ex991.htm EXHIBIT 99.1 Exhibit 99.1 ROCHE CAROLINA, INC. Financial Statements December 31, 2016 and 2015 (With Independent Auditors’ Report Thereon) ROCHE CAROLINA, INC. Table of Contents Page Independent Auditors’ Report 1 Statements of Financial Position 3 Statements of Comprehensive Income (Loss) 4 Statements of Changes in Equity 5 Statements of Cash Flows 6 Notes to Financial Stateme

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 1, 2017 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or Other Jurisdiction of Incorpora

Unaudited pro forma consolidated financial information

Exhibit 99.2 Unaudited pro forma consolidated financial information The following unaudited pro forma consolidated financial statements are based on our historical consolidated financial statements and Roche Carolina, Inc.’s historical consolidated financial statements as adjusted to give effect to the February 1, 2017 acquisition of Roche Carolina, Inc. The unaudited pro forma consolidated statem

EMPLOYMENT AGREEMENT

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made as of May 2, 2016 (the “Effective Date”), between Patheon Pharmaceutical Services Inc. (the “Company”) and Michel Lagarde (the “Executive”). A. The Company is a subsidiary of Patheon Holdings Cooperatief U.A., whose name is expected to change to Patheon N.V. (“Patheon”). Patheon is the corporate parent of a group

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.2 2 q12017-exhibit102.htm EXHIBIT 10.2 Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is made as of October 19, 2015 (the “Effective Date”), between Patheon Pharmaceutical Services Inc. (the “Company”) and Francisco Negron (the “Executive”). A. The Company is a subsidiary of Patheon Holdings Cooperatief U.A., whose name

Patheon 10-Q (Quarterly Report)

10-Q 1 q12017-10qdocument.htm 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-378

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 16, 2017 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 2834 98-1153534 (State or Other Jurisdiction of Incorporation) (Primary Sta

Patheon Reports Fiscal 2017 First Quarter

Exhibit Patheon Reports Fiscal 2017 First Quarter Highlights: ? 1Q 2017 revenue increased by 13% year-over-year to $ 457 M ? Net income from continuing operations was $ 28 M ? Net income from continuing operations per diluted share was $ 0.

Submission of Matters to a Vote of Security Holders

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2017 Patheon N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or other jurisdiction of incorporation) 001-37837 98-1153534 (Commiss

PTHN / Patheon N.V. / Koninklijke DSM N.V. - SC 13G Passive Investment

Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Patheon N.V. (Name of Issuer) Ordinary Shares, par value €0.01 per share (Title of Class of Securities) N6865W105

Current Report

8-K 1 form8-k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 1, 2017 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or Other Jurisdiction of In

STOCK PURCHASE AGREEMENT dated as of November 25, 2016, by and among ROCHE CAROLINA INC., ROCHE HOLDINGS, INC., DPI NEWCO LLC, PATHEON HOLDINGS I, B.V., solely for the purposes of Article XII Table of Contents

ex2-1.htm Exhibit 2.1 EXECUTION VERSION 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 XII Table of Contents Page Article I DEFINITIONS; CONSTRUCTION Section 1.1 Definitions 1 Section 1.2 Additional Defined Terms 10 Section 1.3 Construction 14 Article II

Patheon Announces Completion of its Acquisition of State-of-the-Art Manufacturing Site Company Gains Additional API Capacity and Major Supply Agreement with Roche

EX-99.1 3 ex99-1.htm EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 Patheon Announces Completion of its Acquisition of State-of-the-Art Manufacturing Site Company Gains Additional API Capacity and Major Supply Agreement with Roche DURHAM, NC—February 1, 2017 (BUSINESS WIRE)-Patheon N.V (NYSE: PTHN), a leading global provider of high-quality drug development and delivery solutions to the pharmaceutical

Patheon DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of

Patheon DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confid

Patheon PRE 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: ? Preliminary Proxy Statement o Confid

Patheon 10-K (Annual Report)

Document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37837 PATHEON N.V. (Exact name of reg

Subsidiaries of Patheon N.V. (1) Legal Name Jurisdiction of Incorporation JLL/Delta Dutch Holdco II B.V. Netherlands JLL/Delta Dutch Pledgeco B.V. Netherlands DPx Holdings B.V. Netherlands JLL/Delta Dutch Sub B.V. Netherlands Patheon Inc. Canada Path

Exhibit 21.1 Subsidiaries of Patheon N.V. (1) Legal Name Jurisdiction of Incorporation JLL/Delta Dutch Holdco II B.V. Netherlands JLL/Delta Dutch Pledgeco B.V. Netherlands DPx Holdings B.V. Netherlands JLL/Delta Dutch Sub B.V. Netherlands Patheon Inc. Canada Patheon Calculus Merger LLC Delaware Patheon U.S. Holdings Inc. Delaware Patheon Pharmaceuticals Services Inc. Delaware Patheon Pharmaceutica

Patheon 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 20, 2016 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 2834 98-1153534 (State or Other Jurisdiction of Incorporation) (Primary

Patheon Reports Growth Across All Segments For Fourth Quarter; Provides Outlook for Fiscal Year 2017

EX-99.1 2 finalpthn4q16earningsrelea.htm EXHIBIT 99.1 Patheon Reports Growth Across All Segments For Fourth Quarter; Provides Outlook for Fiscal Year 2017 Financial Highlights: • 4Q 2016 revenue increased 10% to $510M compared to 4Q 2015 • Net income from continuing operations was $44M • Net Income from continuing operations per diluted share was $0.30 • 4Q 2016 Adjusted EBITDA was $124M or 24% of

Patheon 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 8, 2016 Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 2834 98-1153534 (State or Other Jurisdiction of Incorporation) (Primary S

* * *

Exhibit Exhibit 10.1 Michel Lagarde President 111 Speen Street, Framingham MA 01701 Suite 550 Phone 508-620-2516 [email protected] www.patheon.com VIA EMAIL AND HAND DELIVERY Stuart Grant Re: Transition and Retirement Agreement Dear Stuart: This letter agreement (this " Transition Agreement ") sets forth our mutual agreement regarding your transition and retirement from Patheon Pharmaceut

Patheon 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 8, 2016 (December 5, 2016) Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or Other Jurisdiction of I

Patheon to Acquire State-of-the-Art Manufacturing Site Company Gains Additional API Capacity and Major Supply Agreement with Roche

Exhibit 99.1 Patheon to Acquire State-of-the-Art Manufacturing Site Company Gains Additional API Capacity and Major Supply Agreement with Roche DURHAM, NC?November 28, 2016 (BUSINESS WIRE)- Patheon N.V. ("Patheon" or the "company") (NYSE: ?PTHN?), a leading global provider of high-quality drug development and delivery solutions to the pharmaceutical and biopharma sectors, announced that it has sig

Current Report

8-K 1 s001482x1.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 28, 2016 (November 25, 2016) Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 001-37837 98-1153534 (State or O

Other Events

8-K 1 a8-k9xnovx2016.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 9, 2016 (November 9, 2016) Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 2834 98-1153534 (State or Other Ju

Patheon 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 14, 2016 (October 14, 2016) Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 2834 98-1153534 (State or Other Jurisdiction of Incorp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 11, 2016 (October 11, 2016) Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 2834 98-1153534 (State or Other Jurisdiction of Incorp

Patheon Announces the Retirement of Stuart Grant Company Commences Search for a New CFO

Exhibit Patheon Announces the Retirement of Stuart Grant Company Commences Search for a New CFO DURHAM, N.

PTHN / Patheon N.V. 10-Q - Quarterly Report - 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37837 PATHEON N.V. (Exact name of registr

Patheon Reports Strong Third Quarter 2016 Topline Growth and Margin Expansion

Exhibit 99.1 Patheon Reports Strong Third Quarter 2016 Topline Growth and Margin Expansion Financial Highlights: · 3Q 2016 revenue increased 8% to $482M versus 3Q 2015 ● Excluding the impact of the BLS spin-off, revenue increased 11% · 3Q 2016 net income from continuing operations increased to $9M from $1M in 3Q 2015 ● Net income from continuing operations per diluted share was $0.07 · 3Q 2016 Adj

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 8, 2016 (September 8, 2016) Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 2834 98-1153534 (State or Other Jurisdiction of Incorporation

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 8, 2016 (August 3, 2016) Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 2834 98-1153534 (State or Other Jurisdiction of Incorporation) (Pri

Patheon Announces Full Redemption of 8.75%/9.50% Senior PIK Toggle Notes Due May 1, 2020

Exhibit 99.1 Patheon Announces Full Redemption of 8.75%/9.50% Senior PIK Toggle Notes Due May 1, 2020 DURHAM, NC, -BUSINESSWIRE - August 4, 2016 - Patheon (NYSE: PTHN) today announced the redemption of all outstanding 8.75%/9.50% Senior PIK Toggle Notes (?Notes?) due May 2020 issued by Patheon?s indirect subsidiary, JLL/Delta Dutch Pledgeco B.V. The Notes were issued in a May 2015 private placemen

PTHN / Patheon N.V. / JLL Associates G.P. V (Patheon), Ltd. - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Patheon N.V. (Name of Issuer) Ordinary shares, par value €0.01 per share (Title of Class of Securities) N6865W105 (CUSIP Number) JLL Associates G.P. V (Patheon), Ltd. 450 Lexington Avenue, 31st Floor New York, New York 10017 Attention: Paul S. Levy (212)

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing of the Schedule 13D to which this agreement is attached and to the joint filing of all amendments thereto.

PATHEON N.V. SHAREHOLDERS’ AGREEMENT Dated as of July 20, 2016 TABLE OF CONTENTS

EX-10.1 3 s001372x1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PATHEON N.V. SHAREHOLDERS’ AGREEMENT Dated as of July 20, 2016 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS Section 1.01 Definitions 2 Section 1.02 Index of Defined Terms 5 Section 1.03 Interpretation 7 Article II REPRESENTATIONS AND WARRANTIES AND COVENANTS Section 2.01 Representations and Warranties of the Company 8 Section 2.02 Rep

UNOFFICIAL TRANSLATION ARTICLES OF ASSOCIATION OF PATHEON N.V.

EX-3.1 2 s001372x1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 UNOFFICIAL TRANSLATION ARTICLES OF ASSOCIATION OF PATHEON N.V. On the twenty-sixth day of July two thousand and sixteen appears before me, Corstiaan Anne Voogt, civil law notary in Amsterdam: Eline Hedwig Viersen, candidate civil law notary, working at the offices of De Brauw Blackstone Westbroek N.V., with seat in Amsterdam, at Claude Debussylaa

Patheon N.V. 2016 Omnibus Incentive Plan

Exhibit 10.2 PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Patheon N.V. 2016 Omnibus Incentive Plan (the ? Plan?). The purposes of the Plan are to provide an incentive to selected officers, employees, non-employee directors, and consultants of the Company or its Affiliates (as hereinafter defined) whose contributions are essential to the growth an

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 26, 2016 (July 20, 2016) Patheon N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands 2834 98-1153534 (State or Other Jurisdiction of Incorporation) (Prima

Patheon POS AM

As filed with the Securities and Exchange Commission on July 26, 2016 Registration No.

Patheon S-8

S-8 1 s001370x1s8.htm S-8 As filed with the Securities and Exchange Commission on July 25, 2016. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Patheon N.V. (Exact name of registrant as specified in its charter) The Netherlands 98-1153534 (State or other jurisdiction of incorporation or

TABLE OF CONTENTS

TABLE OF CONTENTS Filed Pursuant to Rule 424(B)(4) Registration No. 333-204789 Prospectus 29,761,905 Shares   Ordinary Shares This is an initial public offering of Patheon N.V.’s ordinary shares. Patheon N.V. is offering 25,000,000 ordinary shares. The selling shareholder identified in this prospectus is offering 4,761,905 ordinary shares. Patheon N.V. will not receive any of the proceeds from the

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

EX-24 2 attachment1.htm EX-24 DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned’s capacity as an of

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

Patheon S-1/A

As filed with the Securities and Exchange Commission on July 20, 2016 Registration No.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric Sherbet, Jason Conner, Peter Efremenko or any of them signing singly, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: 1.

Patheon ESP

July 18, 2016 Securities and Exchange Commission Division of Corporate Finance 100 F St.

Patheon FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PATHEON N.V. (Exact name of registrant as specified in its charter) The Netherlands 98-1153534 (State of incorporation or organization) (I.R.S. Employer Identification No.) Herengracht 483, Amsterd

Patheon ESP

July 18, 2016 Securities and Exchange Commission Division of Corporate Finance 100 F St.

Patheon ESP

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] July 18, 2016 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Patheon ESP

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] July 14, 2016 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

PATHEON N.V. [?] Ordinary Shares Underwriting Agreement

Exhibit 1.1 PATHEON N.V. [?] Ordinary Shares Underwriting Agreement [?], 2016 J. P. Morgan Securities LLC Morgan Stanley & Co. LLC Jefferies LLC UBS Securities LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J. P . Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Jefferies LL

As filed with the Securities and Exchange Commission on July 11, 2016

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 11, 2016 Registration No.

Patheon ESP

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] July 11, 2016 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Patheon ESP

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] July 5, 2016 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

INDEMNIFICATION AGREEMENT

Exhibit 10.24 INDEMNIFICATION AGREEMENT 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?). WHEREAS, it is essential to the Company to retain and attract as directors and off

EX-21.1

Exhibit 21.1 Entity Name State of Incorporation/Formation Banner Pharmacaps Inc. Delaware CEPH International Corporation Puerto Rico DPI Newco LLC Delaware DPx Fine Chemicals Austria GmbH & CoKG Austria DPx Fine Chemicals GmbH Austria DPx Holdings B.V. Netherlands DPx Life Science Products International GmbH Austria DPx Pharma Chemicals Regensburg GmbH Germany DSM Pharma Chemicals Venlo B.V. Nethe

NON-EMPLOYEE DIRECTOR RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN

Exhibit 10.27 NON-EMPLOYEE DIRECTOR RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN 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 ascri

As filed with the Securities and Exchange Commission on June 15, 2016

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 15, 2016 Registration No.

Consent of Director Nominee

Exhibit 99.2 Consent of Director Nominee Patheon Holdings Co?peratief U.A. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act,

RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN

Exhibit 10.29 RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN 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 Pat

PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN

Exhibit 10.16 PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Patheon N.V. 2016 Omnibus Incentive Plan (the ?Plan?). The purposes of the Plan are to provide an incentive to selected officers, employees, non-employee directors, and consultants of the Company or its Affiliates (as hereinafter defined) whose contributions are essential to the growth an

NON-EMPLOYEE DIRECTOR DEFERRED SHARE UNIT AWARD AGREEMENT UNDER THE PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN

EX-10.28 6 s001150x3ex10-28.htm EXHIBIT 10.28 Exhibit 10.28 NON-EMPLOYEE DIRECTOR DEFERRED SHARE UNIT AWARD AGREEMENT UNDER THE PATHEON N.V. 2016 OMNIBUS INCENTIVE PLAN 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 def

ARTICLES OF ASSOCIATION:

Exhibit 3.2 ARTICLES OF ASSOCIATION: Chapter 1 Definitions Article 1.1 In these articles of association each of the following terms has the meaning as defined below: Annual Accounts : the annual accounts referred to in article 2:361 BW; Auditor : a registered accountant or another expert, as referred to in article 2:393, paragraph 1 BW; Board : the board of directors of the Company; Board Rules :

Patheon ESP

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] June 15, 2016 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

[SIGNATURE PAGE FOLLOWS]

Exhibit 10.23 February 24, 2014 PRIVATE AND CONFIDENTIAL Lukas Utiger RE: Assignment of and Amendment to Employment Contract Dear Lukas: 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

BIOLOGICS AGREEMENT

Exhibit 10.25 BIOLOGICS AGREEMENT This BIOLOGICS AGREEMENT, dated as of January 29, 2016 (this ?Agreement?), is made by and among Patheon Holdings Co?peratief 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 (

PATHEON N.V. SHAREHOLDERS’ AGREEMENT Dated as of [•] TABLE OF CONTENTS

EX-10.15 5 s001150x1ex10-15.htm EXHIBIT 10.15 Exhibit 10.15 Execution Copy PATHEON N.V. SHAREHOLDERS’ AGREEMENT Dated as of [•] TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Index of Defined Terms 5 Section 1.03 Interpretation 7 Article II REPRESENTATIONS AND WARRANTIES AND COVENANTS Section 2.01 Representations and Warranties of the Company 8 Section

Confidentiality, Non-Compete and Non-Solicitation Agreement

Exhibit 10.22 CLASSIFIED PERSONNEL INFORMATION DSM Corporate Human Recourses Executive Compensation PERSONAL & CONFIDENTIAL Het Overloon 1 Mr. L. Utiger M11 TE Heerten P.O. Box 6500 6401 JH Heerlen Netherlands Date Contact person July 24, 2013 M. Dijk Our reference phone +31-45-578 2191 356 EC/13 [email protected] Re Offer of Employment Dear Mr. Utiger, DSM Pharmaceutical Products (DPP) is pleas

EMPLOYMENT AGREEMENT

Exhibit 10.18 EMPLOYMENT AGREEMENT 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?). A. The Company is a subsidiary of DPx Holdings B.V. (?DPx?). DPx is the corporate parent of a group of businesses engaged in the provision of commercial

Consent of Director Nominee

Exhibit 99.10 Consent of Director Nominee Patheon Holdings Coöperatief U.A. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act,

FIRST SUPPLEMENTAL INDENTURE

Exhibit 10.10 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE 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

Consent of Director Nominee

Exhibit 99.9 Consent of Director Nominee Patheon Holdings Co?peratief U.A. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act,

AMENDMENT NO. 3 TO CREDIT AGREEMENT

Exhibit 10.14 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT 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

Patheon ESP

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] February 5, 2016 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on February 5, 2016

S-1/A 1 s001150x1s1a.htm S-1/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 5, 2016 Registration No. 333-204789 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PATHEON HOLDINGS COÖPERATIEF U.A.* (Exact Name of Registrant as Specified in Its Charter) The

SEVENTH SUPPLEMENTAL INDENTURE

Exhibit 10.8 EXECUTION VERSION SEVENTH SUPPLEMENTAL INDENTURE 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

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.14 EXECUTION COPY AMENDED AND RESTATED EMPLOYMENT AGREEMENT 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?). RECITALS A. The Company is a subsidiary of Patheon Inc. (?Path

April 26, 2010

Exhibit 10.20 Patheon Pharmaceutical Services Inc. 4721 Emperor Blvd., Suite 200 Durham, NC 27703 USA April 26, 2010 Revised May 7, 2010 PERSONAL AND CONFIDENTIAL Mr. Harry Gill 839 Clubridge Court Chester VA 23836 Dear Harry: It gives me great pleasure to confirm the offer made to you, Harry Gill, (the ?Vice President?), with Patheon Pharmaceutical Services, Inc., ( ?Patheon?). This letter will d

CREDIT AGREEMENT dated as of March 11, 2014 JLL/DELTA DUTCH NEWCO B.V., as Parent Borrower, Patheon Pharmaceuticals Inc., Banner Pharmacaps Inc. and DPI Newco LLC as US Borrowers, DSM FINE CHEMICALS AUSTRIA Nfg GmbH & CoKG, as Austrian Borrower PATHE

Exhibit 10.9 EXECUTION VERSION Initial Dollar Term Loans CUSIP: N4715WAC6 Initial Euro Term Loans CUSIP: N4715WAD4 CREDIT AGREEMENT dated as of March 11, 2014 among JLL/DELTA DUTCH NEWCO B.V., as Parent Borrower, Patheon Pharmaceuticals Inc., Banner Pharmacaps Inc. and DPI Newco LLC as US Borrowers, DSM FINE CHEMICALS AUSTRIA Nfg GmbH & CoKG, as Austrian Borrower PATHEON INC., as Canadian Borrower

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] September 3, 2015 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Consent of Director Nominee

Exhibit 99.9 Consent of Director Nominee Patheon Holdings Co?peratief U.A. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act,

As filed with the Securities and Exchange Commission on September 3, 2015

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 3, 2015 Registration No.

WARNING THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF IT OR ANY OTHER DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT AN

EX-10.11 6 s000936x4ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 WARNING THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF IT OR ANY OTHER DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMM

[SIGNATURE PAGE FOLLOWS] Page | 2

Exhibit 10.21 May 19, 2014 PRIVATE AND CONFIDENTIAL Harry Gill 12321 Angel Falls Rd. Raleigh, NC 27614 RE: Amendment to Employment Contract Dear Harry: 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

[SIGNATURE PAGE FOLLOWS] Page | 2

Exhibit 10.16 May 19, 2014 PRIVATE AND CONFIDENTIAL Michael ?Mike? Lehmann 2401 Victoria Park Lane Raleigh, NC 27614 RE: Amendment to Employment Contract Dear Mike: 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

WARNING THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF IT OR ANY OTHER DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT AN

EX-10.10 5 s000936x4ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 WARNING THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF IT OR ANY OTHER DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN AUSTRIA OR SENDING ANY E-MAIL COMM

Consent of Director Nominee

Exhibit 99.8 Consent of Director Nominee Patheon Holdings Co?peratief U.A. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act,

Consent of Director Nominee

EX-99.7 19 s000936x4ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 Consent of Director Nominee Patheon Holdings Coöperatief U.A. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent,

[SIGNATURE PAGE FOLLOWS] Page | 2

Exhibit 10.18 May 19, 2014 PRIVATE AND CONFIDENTIAL Stuart Grant 206 Belle Meade Court Waxhaw, NC 28173 RE: Amendment to Employment Contract Dear Stuart: 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 rol

EMPLOYMENT AGREEMENT

Exhibit 10.15 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made as of November 1, 2012 (the ?Effective Date?), between Patheon Pharmaceutical Services Inc. (the ?Company?) and Michael Lehmann (the ?Executive?). A. The Company is a subsidiary of Patheon Inc. (?Patheon?). Patheon is in the business of providing its customers with pharmaceutical development services, clinical t

EMPLOYMENT AGREEMENT

Exhibit 10.19 EMPLOYMENT AGREEMENT 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?). A. The Company is a subsidiary of Patheon Inc. (?Patheon?). Patheon is in the business of providing its customers with pharmaceutical development services, clinical trial

Dear [NAME],

Exhibit 10.27 [DATE] [NAME] [ADDRESS] Dear [NAME], Appointment as Non-Executive Director Appointment Following our recent discussions, I am pleased to confirm my invitation to you to join the board of directors (the ?Board?) of Patheon N.V. (the ?Company?) as a Non-Executive Director. In addition to your acceptance and acknowledgment of this appointment letter, please complete and return the attac

ARTICLES OF ASSOCIATION

Exhibit 3.1 ARTICLES OF ASSOCIATION The attached document is an unofficial translation of the articles of association of Patheon Holdings Co?peratief U.A., with corporate seat in Amsterdam, the Netherlands, as they will read after the deed of amendment executed before Corstiaan Anne Voogt, notaris (civil-law notary) in Amsterdam, the Netherlands, on 5 June 2015. 2 Name, seat and duration. Article

Summary of Key Terms For Proposed Employment between Patheon Pharmaceutical Services Inc. (the ?Company?) and Stuart Grant (?Executive?)

Exhibit 10.17 James C. Mullen Chief Executive Officer Patheon U.S. Headquarters 4721 Emperor Blvd., Suite 200 Durham, North Carolina 27703 25 January 2011 PRIVATE AND CONFIDENTIAL RE: Terms of Employment Stuart Grant 15604 Frohock Place Charlotte, NC 28277 Dear Stuart: Further to our discussions, I am pleased to present these terms of employment to you with Patheon Pharmaceutical Services Inc. (th

GENERAL GUARANTOR SUPPLEMENTAL INDENTURE

Exhibit 10.2 GENERAL GUARANTOR SUPPLEMENTAL INDENTURE 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

SIXTH SUPPLEMENTAL INDENTURE

Exhibit 10.7 EXECUTION VERSION SIXTH SUPPLEMENTAL INDENTURE 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 u

As filed with the Securities and Exchange Commission on July 29, 2015

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 29, 2015 Registration No.

FIFTH SUPPLEMENTAL INDENTURE

Exhibit 10.6 Execution Version FIFTH SUPPLEMENTAL INDENTURE 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 Nethe

WARNING the taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out an

Exhibit 10.4 WARNING the taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a PDF scan of this document

Dated as of February 5, 2014 JLL/DELTA DUTCH NEWCO B.V., the GUARANTORS party hereto WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 7.50% SENIOR NOTES DUE 2022 TABLE OF CONTENTS

Exhibit 10.1 INDENTURE Dated as of February 5, 2014 Among JLL/DELTA DUTCH NEWCO B.V., the GUARANTORS party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 7.50% SENIOR NOTES DUE 2022 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Other Definitions 38 Section 1.03 Rules of Construction 39 Section 1.04 Acts of Holders 40 ARTICLE 2 THE NOTES Section

WARNING the taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out an

Exhibit 10.3 WARNING the taking of this document or any certified copy of it or any other document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to this document in Austria or sending any e-mail communication to which a PDF scan of this document

FOURTH SUPPLEMENTAL INDENTURE

EX-10.5 6 s000936x2ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FOURTH SUPPLEMENTAL INDENTURE 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

Dated as of May 6, 2015 JLL/Delta dutch pledgeco b.v., The Bank of New York Mellon, as Trustee 8.75%/9.50% Senior PIK Toggle Notes due 2020

Exhibit 10.8 EXECUTION VERSION 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 2020 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Other Definitions 35 Section 1.03 Rules of Construction 36 Section 1.04 Acts of Holders 37 ARTICLE 2 THE NOTES Section 2.0

Patheon ESP

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] July 29, 2015 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on June 8, 2015

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 8, 2015 Registration No.

Consent of Director Nominee

Exhibit 99.1 Consent of Director Nominee Patheon Holdings Co?peratief U.A. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act,

Consent of Director Nominee

Exhibit 99.4 Consent of Director Nominee Patheon Holdings Co?peratief U.A. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act,

Consent of Director Nominee

Exhibit 99.6 Consent of Director Nominee Patheon Holdings Co?peratief U.A. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act,

Consent of Director Nominee

Exhibit 99.3 Consent of Director Nominee Patheon Holdings Co?peratief U.A. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act,

Consent of Director Nominee

Exhibit 99.5 Consent of Director Nominee Patheon Holdings Co?peratief U.A. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act,

Consent of Director Nominee

Exhibit 99.2 Consent of Director Nominee Patheon Holdings Co?peratief U.A. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act,